| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
nFinanSe Inc. [ NFSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/16/2010 | M(1) | 33,912 | A | $0.01 | 33,912 | D | |||
| Common Stock | 03/16/2010 | F(1) | 3,391 | D | $0.1 | 30,521 | D | |||
| Common Stock | 03/16/2010 | M(2) | 125,000 | A | $0.01 | 155,521 | D(3) | |||
| Common Stock | 03/16/2010 | F(2) | 12,500 | D | $0.1 | 143,021 | D(3) | |||
| Common Stock | 03/16/2010 | M(4) | 25,000 | A | $0.01 | 25,000 | I | by Spouse(5) | ||
| Common Stock | 03/16/2010 | F(4) | 2,500 | D | $0.1 | 22,500 | I | by Spouse(5) | ||
| Common Stock | 03/16/2010 | M(6) | 85,830 | A | $0.01 | 108,330 | I | by Spouse(5) | ||
| Common Stock | 03/16/2010 | F(6) | 8,583 | D | $0.1 | 99,747 | I | by Spouse(5) | ||
| Common Stock | 03/16/2010 | M(7) | 27,500 | A | $0.01 | 127,247 | I | by Spouse(5) | ||
| Common Stock | 03/16/2010 | F(7) | 2,750 | D | $0.1 | 124,497 | I | by Spouse(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant to Purchase Common Stock | $0.01 | 03/16/2010 | M(1) | 33,912 | 02/19/2008 | 02/19/2013 | Common Stock | 33,912 | $0 | 0 | D | ||||
| Warrant to Purchase Common Stock | $0.01 | 03/16/2010 | M(2) | 125,000 | 06/13/2008 | 06/13/2013 | Common Stock | 125,000 | $0 | 0 | D(3) | ||||
| Warrant to Purchase Common Stock | $0.01 | 03/16/2010 | M(4) | 25,000 | 06/13/2008 | 06/13/2013 | Common Stock | 25,000 | $0 | 0 | I | by Spouse(5) | |||
| Warrant to Purchase Common Stock | $0.01 | 03/16/2010 | M(6) | 85,830 | 02/23/2010(8) | 08/21/2014 | Common Stock | 85,830 | $0 | 0 | I | by Spouse(5) | |||
| Warrant to Purchase Common Stock | $0.01 | 03/16/2010 | M(7) | 27,500 | 02/23/2010(9) | 12/01/2014 | Common Stock | 27,500 | $0 | 0 | I | by Spouse(5) | |||
| Explanation of Responses: |
| 1. On March 16, 2010, Mr. Terker exercised a warrant to purchase 33,912 shares of Common Stock (?Common Stock?). Mr. Terker used the net exercise feature of the warrant which resulted in nFinanSe Inc. (the ?Company?) retaining 3,391 shares of Common Stock for the warrant exercise price and the Company issued 30,521 shares of Common Stock to Mr. Terker. |
| 2. On March 16, 2010, Mr. Terker, through his individual retirement account (?IRA?), exercised a warrant to purchase 125,000 shares of Common Stock. Mr. Terker used the net exercise feature of the warrant which resulted in the Company retaining 12,500 shares of Common Stock for the warrant exercise price and the Company issued 112,500 shares of Common Stock to Mr. Terker?s IRA. |
| 3. This warrant is, and the shares of Common Stock of the Company issued upon exercise of the warrant are, held the name of Mr. Terker?s IRA. Mr. Terker has sole voting and dispositive power over the securities held by the IRA. |
| 4. On March 16, 2010, Mr. Terker?s spouse exercised a warrant to purchase 25,000 shares of Common Stock. Mr. Terker?s spouse used the net exercise feature of the warrant which resulted in the Company retaining 2,500 shares of Common Stock for the warrant exercise price and the Company issued 22,500 shares of Common Stock to Mr. Terker?s spouse. |
| 5. This warrant is, and the shares of Common Stock of the Company issued upon exercise of the warrant are, held by Mr. Terker?s spouse. Mr. Terker has shared voting and dispositive power over the securities held by his spouse. Mr. Terker disclaims beneficial ownership of the securities held by his spouse except for his pecuniary interest therein. |
| 6. On March 16, 2010, Mr. Terker?s spouse exercised a warrant to purchase 85,830 shares of Common Stock. Mr. Terker?s spouse used the net exercise feature of the warrant which resulted in the Company retaining 8,583 shares of Common Stock for the warrant exercise price and issued 77,247 shares of Common Stock to Mr. Terker?s spouse. |
| 7. On March 16, 2010, Mr. Terker?s spouse exercised a warrant to purchase 27,500 shares of Common Stock. Mr. Terker?s spouse exercised the warrant on a net basis which resulted in the Company retaining 2,750 shares of Common Stock for the warrant exercise price and the Company issued 24,750 shares of Common Stock to Mr. Terker?s spouse. |
| 8. This warrant was originally issued on August 21, 2009 and became exercisable on February 23, 2010 pursuant to the warrant amendment by and between the Company and Mr. Terker?s spouse dated as of February 23, 2010 as discussed in the Company?s Current Report on Form 8-K filed with the Securities and Exchange Commission (the ?SEC?) on March 1, 2010 and in the Schedule 13D filed by the Reporting Person with the SEC on March 3, 2010. |
| 9. This warrant was originally issued on December 1, 2009 and became exercisable on February 23, 2010 pursuant to the warrant amendment by and between the Company and Mr. Terker?s spouse dated as of February 23, 2010 as discussed in the Company?s Current Report on Form 8-K filed with the SEC on March 1, 2010 and in the Schedule 13D filed by the Reporting Person with the SEC on March 3, 2010. |
| Remarks: |
| /s/ Bruce E. Terker | 03/17/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||