X0303 4 2008-01-08 0 0000770461 National Investment Managers Inc. NIVM 0001189294 LAURUS MASTER FUND LTD C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001414388 Erato CORP C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001296341 LAURUS CAPITAL MANAGEMENT LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001465346 PSource Structured Debt Ltd C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001413180 Valens U.S. SPV I, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001420984 Valens Offshore SPV I, Ltd. C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 0 1 Disclaimed Group 0001420907 Valens Offshore SPV II, Corp. C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 1 1 Disclaimed Group 0001413179 Valens Capital Management, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 1 1 Disclaimed Group 0001296339 GRIN DAVID C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 1 1 Disclaimed Group 0001296338 GRIN EUGENE C/O LAURUS CAPITAL MANAGEMENT, LLC 335 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10017 0 0 1 1 Disclaimed Group Common Stock, par value $0.001 per share 2008-04-01 4 J 0 238798 0.71 D 900858 D Common Stock, par value $0.001 per share 2008-04-01 4 J 0 238798 0.71 A 3298798 D Common Stock, par value $0.001 per share 2008-04-01 4 J 0 3298798 0.71 D 0 D Common Stock, par value $0.001 per share 2008-04-01 4 J 0 3298798 0.71 A 3425227 D Common Stock, par value $0.001 per share 2008-04-16 4 J 0 900858 0.65 D 0 D Common Stock, par value $0.001 per share 2008-04-16 4 J 0 900858 0.65 A 900858 D Common Stock, par value $0.001 per share 2008-04-16 4 J 0 900858 0.65 D 0 D Common Stock, par value $0.001 per share 2008-04-16 4 J 0 900858 0.65 A 4326085 D Common Stock, par value $0.001 per share 2008-12-31 4 J 0 550023 0.30 D 2501033 D Common Stock, par value $0.001 per share 2008-12-31 4 J 0 550023 0.30 A 550023 D Common Stock Options (right to buy) 0.01 2008-06-20 4 J 0 80342 0.5487 D 2005-03-07 2013-03-07 Common Stock, par value $0.001 per share 80342 0 D Common Stock Options (right to buy) 0.01 2008-06-20 4 J 0 80342 0.5487 A 2005-03-07 2013-03-07 Common Stock, par value $0.001 per share 80342 80342 D Common Stock Options (right to buy) 0.01 2008-07-31 4 J 0 100713 0.4585 D 2005-03-07 2013-03-07 Common Stock, par value $0.001 per share 100713 0 D Common Stock Options (right to buy) 0.01 2008-07-31 4 J 0 100713 0.4585 A 2005-03-07 2013-03-07 Common Stock, par value $0.001 per share 100713 181055 D Common Stock Options (right to buy) 0.01 2008-11-30 4 J 0 193938 0.1775 D 2005-03-07 2013-03-07 Common Stock, par value $0.001 per share 193938 0 D Common Stock Options (right to buy) 0.01 2008-11-30 4 J 0 193938 0.1775 A 2005-03-07 2013-03-07 Common Stock, par value $0.001 per share 193938 374993 D Common Stock Warrants (right to buy) 0.50 2008-01-08 4 J 0 779100 0.2953 D 2005-03-07 2012-03-07 Common Stock, par value $0.001 per share 779100 0 D Common Stock Warrants (right to buy) 0.50 2008-01-08 4 J 0 779100 0.2953 A 2005-03-07 2012-03-07 Common Stock, par value $0.001 per share 779100 816647 D Common Stock Warrants (right to buy) 0.50 2008-02-28 4 J 0 267691 0.1920 D 2005-03-07 2012-03-07 Common Stock, par value $0.001 per share 267691 0 D Common Stock Warrants (right to buy) 0.50 2008-02-28 4 J 0 267691 0.1920 A 2005-03-07 2012-03-07 Common Stock, par value $0.001 per share 267691 267691 D Common Stock Warrants (right to buy) 0.50 2008-02-28 4 J 0 816647 0.1920 D 2005-03-07 2012-03-07 Common Stock, par value $0.001 per share 816647 0 D Common Stock Warrants (right to buy) 0.50 2008-02-28 4 J 0 816647 0.1920 A 2005-03-07 2012-03-07 Common Stock, par value $0.001 per share 816647 1084338 D Common Stock Warrants (right to buy) 0.1667 2008-01-08 4 J 0 403943 0.5230 D 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 403943 296057 D Common Stock Warrants (right to buy) 0.1667 2008-01-08 4 J 0 403943 0.5230 A 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 403943 403943 D Common Stock Warrants (right to buy) 0.1667 2008-02-11 4 J 0 110813 0.5073 D 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 110813 185244 D Common Stock Warrants (right to buy) 0.1667 2008-02-11 4 J 0 110813 0.5073 A 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 110813 514756 D Common Stock Warrants (right to buy) 0.1667 2008-02-11 4 J 0 111021 0.5063 D 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 111021 74223 D Common Stock Warrants (right to buy) 0.1667 2008-02-11 4 J 0 111021 0.5063 A 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 111021 111021 D Common Stock Warrants (right to buy) 0.1667 2008-08-01 4 J 0 110021 0.6035 D 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 111021 0 D Common Stock Warrants (right to buy) 0.1667 2008-08-01 4 J 0 111021 0.6035 A 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 111021 111021 D Common Stock Warrants (right to buy) 0.1667 2008-09-12 4 J 0 74223 0.3074 D 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 74223 0 D Common Stock Warrants (right to buy) 0.1667 2008-09-12 4 J 0 74223 0.3074 A 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 74223 74223 D Common Stock Warrants (right to buy) 0.1667 2008-11-28 4 J 0 514756 0.1213 D 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 514756 0 D Common Stock Warrants (right to buy) 0.1667 2008-11-28 4 J 0 514756 0.1213 A 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 514756 514756 D Common Stock Warrants (right to buy) 0.1667 2008-11-30 4 J 0 111021 0.1202 D 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 111021 0 D Common Stock Warrants (right to buy) 0.1667 2008-11-30 4 J 0 111021 0.1202 A 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 111021 625777 D Common Stock Warrants (right to buy) 0.1667 2008-11-30 4 J 0 74223 0.1213 D 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 74223 0 D Common Stock Warrants (right to buy) 0.1667 2008-11-30 4 J 0 74223 0.1213 A 2006-05-30 2011-05-30 Common Stock, par value $0.001 per share 74223 700000 D On April 1, 2008, (a) Erato Corporation, a Delaware corporation ("Erato"), sold 238,798 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Delaware corporation (the "Company"), to Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), which resulted in Erato holding a total of 900,858 shares of Common Stock and Valens SPV I holding a total of 3,298,798 shares of Common Stock after completion of such transaction; (b) Valens SPV I sold 3,298,798 shares of Common Stock to Valens Offshore SPV II, Corp., a Delaware corporation ("Valens SPV II"), which resulted in Valens SPV I holding no shares of Common Stock and Valens SPV II holding a total of 3,425,227 shares of Common Stock; and (c) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), continued to hold a total of 3,051,056 shares of Common Stock. On April 16, 2008, (a) Erato sold 900,858 shares of Common Stock to Valens SPV I, which resulted in Erato holding no shares of Common Stock and Valens SPV I holding a total of 900,858 shares of Common Stock; (b) Valens SPV I sold 900,858 shares of Common Stock to Valens SPV II, which resulted in Valens SPV I holding no shares of Common Stock and Valens SPV II holding a total of 4,326,085 shares of Common Stock; and (c) Valens U.S. continued to hold a total of 3,051,056 shares of Common Stock. On December 31, 2008, (a) Valens U.S. sold 550,023 shares of Common Stock to Valens SPV I, which resulted in Valens U.S. holding a total of 2,501,033 shares of Common Stock and Valens SPV I holding a total of 550,023 shares of Common Stock; and (b) Valens SPV II continued to hold a total of 4,326,085 shares of Common Stock. On June 20, 2008, Erato sold options issued by the Company in March 2005 having an exercise price of $0.01 per share ("Options") to purchase 80,342 shares of Common Stock to PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource" and, collectively with Erato, Valens U.S., Valens SPV I and Valens SPV II, the "Investors"), which resulted in Erato holding no Options and PSource holding Options to purchase 80,342 shares of Common Stock. On July 31, 2008, Valens U.S. sold Options to purchase 100,713 shares of Common Stock to PSource, which resulted in Valens U.S. holding no Options and PSource holding Options to purchase a total of 181,055 shares of Common Stock. On November 30, 2008, Valens SPV II sold Options to purchase 193,938 shares of Common Stock to PSource, which resulted in Valens U.S. holding no Options and PSource holding Options to purchase a total of 374,993 shares of Common Stock. On January 1, 2008, Erato sold warrants issued by the Company in March 2005 having an exercise price of $0.50 per share ("2005 Warrants") to purchase 779,100 shares of Common Stock to Valens U.S., which resulted in Erato holding no 2005 Warrants and Valens U.S. holding 2005 Warrants to purchase a total of 816,647 shares of Common Stock. On February 28, 2008, (a) Valens SPV II sold 2005 Warrants to purchase 267,691 shares of Common Stock to PSource, which resulted in Valens SPV II holding no 2005 Warrants and PSource holding 2005 Warrants to purchase a total of 267,691 shares of Common Stock; and (b) Valens U.S. sold 2005 Warrants to purchase a total of 816,647 shares of Common Stock to PSource, which resulted in Valens U.S. holding no 2005 Warrants and PSource holding 2005 Warrants to purchase a total of 1,084,338 shares of Common Stock. On January 8, 2008, Erato sold warrants issued by the Company in May 2006 having an exercise price of $0.1667 per share ("2006 Warrants") to purchase 403,943 shares of Common Stock to Valens U.S., which resulted in Erato holding 2006 Warrants to purchase a total of 296,057 shares of Common Stock and Valens U.S. holding 2006 Warrants to purchase a total of 403,943 shares of Common Stock. On February 11, 2008, (a) Erato sold 2006 Warrants to purchase 110,813 shares of Common Stock to Valens U.S., which resulted in Erato holding 2006 Warrants to purchase a total of 185,244 shares of Common Stock and Valens U.S. holding 2006 Warrants to purchase a total of 514,756 shares of Common Stock; and (b) Erato sold 2006 Warrants to purchase 111,021 shares of Common Stock to Valens SPV I, which resulted in Erato holding 2006 Warrants to purchase a total of 74,223 shares of Common Stock and Valens SPV I holding 2006 Warrants to purchase a total of 111,021 shares of Common Stock. On August 1, 2008, Valens SPV I sold 2006 Warrants to purchase 111,021 shares of Common Stock to Valens SPV II, which resulted in Valens SPV I holding no 2006 Warrants and Valens SPV II holding 2006 Warrants to purchase a total of 111,021 shares of Common Stock. On September 12, 2008, Erato sold 2006 Warrants to purchase 74,223 shares of Common Stock to Valens SPV I, which resulted in Erato holding no 2006 Warrants and Valens SPV I holding 2006 Warrants to purchase a total of 74,223 shares of Common Stock. On November 28, 2008, Valens U.S. sold 2006 Warrants to purchase 514,756 shares of Common Stock to PSource, which resulted in Valens U.S. holding no 2006 Warrants and PSource holding 2006 Warrants to purchase a total of 514,756 shares of Common Stock. On November 30, 2008, (a) Valens SPV II sold 2006 Warrants to purchase 111,021 shares of Common Stock to PSource, which resulted in Valens SPV I holding no 2006 Warrants and PSource holding 2006 Warrants to purchase a total of 625,777 shares of Common Stock; and (b) Valens SPV I sold 2006 Warrants to purchase 74,223 shares of Common Stock to PSource, which resulted in Valens SPV I holding no 2006 Warrants and PSource holding 2006 Warrants to purchase a total of 700,000 shares of Common Stock. Erato is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the "Fund"). The Fund and PSource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (collectively with the Fund, LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors, with the exception of Erato. (Continued in Footnotes 16 and 17) Thus, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Filing Parties may be deemed to beneficially own more than 10% of the shares of Common Stock of the Company deemed issued and outstanding as of the dates of the transactions reported on this statement. Each of the Filing Parties is part of a "Disclaimed Group" that files beneficial ownership reports under Section 16 of the Exchange Act with respect to securities of the Company. All of the transactions reported in this statement have been effected among members of the Reporting Group, and, as such, none of the transactions described herein has affected the total beneficial ownership of the Company's securities held by the Reporting Group. Each of PSource, Erato and the Fund disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of such person's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by Erato and PSource, except to the extent of such person's pecuniary interest, if any, in Erato or PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. /s/ Eugene Grin, Principal of Laurus Capital Management, LLC, as Investment Manager of Laurus Master Fund, Ltd. (in Liquidation) 2009-06-01 /s/ Eugene Grin, Principal of Laurus Capital Management, LLC, as Investment Manager of Erato Corporation 2009-06-01 /s/ Eugene Grin, Principal of Laurus Capital Management, LLC 2009-06-01 /s/ Eugene Grin, Principal of Laurus Capital Management, LLC, as Investment Manager of PSource Structured Debt Limited 2009-06-01 /s/ Eugene Grin, Principal of Valens Capital Management, LLC, as Investment Manager of Valens OffShore SPV I, Ltd. 2009-06-01 /s/ Eugene Grin, Principal of Valens Capital Management, LLC, as Investment Manager of Valens OffShore SPV II, Corp. 2009-06-01 /s/ Eugene Grin, Principal of Valens Capital Management, LLC 2009-06-01 /s/ David Grin 2009-06-01 /s/ Eugene Grin 2009-06-01