X0303 4 2008-10-06 0000925178 MOVIE GALLERY INC MVGR.PK 0001386790 Sopris Capital Advisors LLC 314 SOUTH GALENA STREET, SUITE 300 ASPEN CO 81611 0 0 1 0 0001127939 ASPEN ADVISORS LLC 152 WEST 57TH STREET 39TH FLOOR NEW YORK NY 10019 0 0 1 0 0001237606 HECHT NIKOS C/O ASPEN ADVISORS LLC 314 SOUTH GALENA STREET, SUITE 300 ASPEN CO 81611 0 0 1 0 0001402239 Sopris Capital LLC 314 SOUTH GALENA STREET, SUITE 300 ASPEN CO 81611 0 0 1 0 0001402240 Sopris Partners, Series A of Sopris Capital Partners, L.P. 314 SOUTH GALENA STREET, SUITE 300 ASPEN CO 81611 0 0 1 0 0001366950 EnterAspen LTD C/O ASPEN ADVISORS LLC 152 WEST 57TH STREET, 39TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2008-10-06 4 J 0 597165 10.00 A 3526745 I Through managed account Common Stock 2008-10-06 4 J 0 519294 10.00 A 4623328 I Through managed account Common Stock 2008-10-06 4 J 0 198407 10.00 A 198407 I Through managed account Common Stock 2008-10-06 4 J 0 6547181 10.00 A 6547181 I Through managed account Common Stock 2008-10-06 4 J 0 3273591 10.00 A 3273591 I Through managed account Common Stock 2008-10-06 4 J 0 3273591 10.00 A 3273591 I Through managed account Common Stock 2008-10-06 4 J 0 233350 10.00 A 10584466 D Common Stock 2008-10-06 4 J 0 557021 10.00 A 557021 D The shares of Common Stock were issued to the Reporting Persons in exchange for the transfer by the Reporting Persons of certain nonconvertible First Lien Debt to the issuer in a conversion which is described in Amendment No. 2 to a Schedule 13D filed by the Reporting Persons on October 7, 2008. Due to the fact that there are in excess of ten Reporting Persons, EDGAR requirements mandate that the Reporting Persons file two Forms 4. This is one of such forms filed by the Reporting Persons. All of the 3,526,745 shares reported in Table I are owned by EnterAspen Limited ("EnterAspen") and managed by Aspen Advisors LLC, a Delaware limited liability company ("Aspen Advisors"). Mr. Nikos Hecht is the managing member of Aspen Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by EnterAspen under Regulation 13D-G under the Exchange Act. Aspen Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by EnterAspen, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose. All of the 4,623,328 shares reported in Table I are owned by EnterAspen and managed by Sopris Capital Advisors, LLC, a Delaware limited liability company ("Sopris Advisors"). Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by EnterAspen under Regulation 13D-G under the Exchange Act. Sopris Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by EnterAspen, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose. All of the 198,407 shares reported in Table I are owned by The Richmond Fund LP ("The Richmond Fund") and managed by Sopris Advisors. Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by The Richmond Fund under Regulation 13D-G under the Exchange Act. Sopris Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by The Richmond Fund, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose. All of the 6,547,181 shares reported in Table I are owned by DQ Ltd. ("DQ") and managed by Sopris Advisors. Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by DQ under Regulation 13D-G under the Exchange Act. Sopris Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by DQ, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose. All of the 3,273,591 shares reported in Table I are owned by Rovida Holdings Limited ("Rovida Holdings") and managed by Sopris Advisors. Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by Rovida Holdings under Regulation 13D-G under the Exchange Act. Sopris Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by Rovida Holdings, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose. All of the 3,273,591 shares reported in Table I are owned by RR Investment Company Ltd. ("RR Investment Company") and managed by Sopris Advisors. Mr. Nikos Hecht is the managing member of Sopris Advisors. By virtue of such status he may be deemed the beneficial owner of the securities held by RR Investment Company under Regulation 13D-G under the Exchange Act. Sopris Advisors and Mr. Hecht disclaim any beneficial interest in the securities owned by RR Investment Company, except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose. All of the 10,584,466 shares reported in Table I are owned directly by Sopris Partners Series A, of Sopris Capital Partners, L.P. ("Sopris Partners"). Sopris Capital, LLC ("Sopris Capital") is the general partner of Sopris Partners and owns an interest in Sopris Partners, and Sopris Advisors acts as its investment manager. Mr. Nikos Hecht owns an interest in Sopris Partners through Sopris Capital and a direct interest in Sopris Partners. Sopris Advisors, Sopris Capital and Nikos Hecht disclaim any beneficial interest in the securities owned by Sopris Partners, except to the extent of their respective pecuniary interests therein. All of the 557,021 shares reported in Table I are owned directly by Sopris DP Series A, of Sopris DP, L.P. ("Sopris DP"). Sopris Capital is the general partner of Sopris DP and owns an interest in Sopris DP, and Sopris Advisors acts as its investment manager. Mr. Nikos Hecht owns an interest in Sopris DP through Sopris Capital. Sopris Advisors, Sopris Capital and Nikos Hecht disclaim any beneficial interest in the securities owned by Sopris DP, except to the extent of their respective pecuniary interests therein. SOPRIS CAPITAL ADVISORS, LLC By: /s/ Nikos Hecht, Managing Member 2008-10-08 ASPEN ADVISORS LLC By: /s/ Nikos Hecht, Managing Member 2008-10-08 /s/ Nikos Hecht 2008-10-08 SOPRIS CAPITAL, LLC By: /s/ Nikos Hecht, Sole Member of the Managing Member 2008-10-08 SOPRIS PARTNERS SERIES A, OF SOPRIS CAPITAL PARTNERS, L.P. By: SOPRIS CAPITAL, LLC, Its general partner By: /s/ Nikos Hecht, Sole Member of the Managing Member 2008-10-08 ENTERASPEN LIMITED By: ASPEN ADVISORS LLC Its Attorney-in-fact with respect to accounts managed by Aspen Advisors LLC By: /s/ Nikos Hecht, Sole Member of the Managing Member 2008-10-08 SOPRIS CAPITAL ADVISORS, LLC Its Attorney-in-fact with respect to accounts managed by Sopris Capital Advisors, LLC By: /s/ Nikos Hecht, Sole Member of the Managing Member 2008-10-08