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
ADUROMED INDUSTRIES, INC. [ ADRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/11/2008 | ||||||||||||||||||||||||||
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(1) | 07/11/2008 | P | 3,920,000 | A | $0.025 | 3,920,000 | I | By Trust(6) | ||
Common Stock(1) | 08/04/2008 | P | 24,080,000 | A | $0.025 | 28,000,000 | I | By Trust(6) | ||
Common Stock(2) | 08/04/2008 | C | 5,683,012 | A | $0.025 | 33,683,012 | I | By Trust(6) | ||
Common Stock(2) | 08/04/2008 | C | 14,317,069 | A | $0.025 | 48,000,081 | I | By Trust(6) | ||
Common Stock(3) | 08/04/2008 | J | 23,943,040 | A | $0.025 | 71,943,121 | I | By Trust(6) | ||
Common Stock(5) | 08/04/2008 | S | 140,000 | D | $0.1657 | 71,803,121 | I | By Trust(6) | ||
Common Stock(5) | 08/05/2008 | S | 94,000 | D | $0.1691 | 71,709,121 | I | By Trust(6) |
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(1) | $0.025 | 07/11/2008 | P | 3,920,000 | (7) | 07/11/2013 | Common Stock | 3,920,000 | (1) | 3,920,000 | I | By Trust(6) | |||
Warrant(1) | $0.025 | 08/04/2008 | P | 24,080,000 | (7) | 08/04/2013 | Common Stock | 24,080,000 | (1) | 28,000,000 | I | By Trust(6) | |||
Warrant(3) | $0.025 | 08/04/2008 | J(3) | 23,943,040 | (7) | 08/04/2013 | Common Stock | 23,943,040 | (3) | 51,943,040 | I | By Trust(6) | |||
Warrant(4) | $0.3788 | 08/04/2008 | J | 2,237,037 | (7) | 09/30/2012 | Common Stock | 2,237,037 | (4) | 0 | I | By Trust(6) | |||
Series A Preferred Stock(2) | $0.025 | 08/04/2008 | C | 2,237,037 | (7) | (8) | Common Stock | 5,683,012 | (2) | 0 | I | By Trust(6) | |||
Series B Preferred Stock(2) | $0.025 | 08/04/2008 | C | 5,635,771 | (7) | (8) | Common Stock | 14,317,069 | (2) | 0 | I | By Trust(6) | |||
Warrant(4) | $0.3788 | 08/04/2008 | J | 5,635,771 | (7) | 01/24/2013 | Common Stock | 5,635,771 | (4) | 0 | I | By Trust(6) | |||
Warrant(4) | $0.025 | 08/04/2008 | J | 20,000,081 | (7) | 08/04/2013 | Common Stock | 20,000,081 | (4) | 71,943,121 | I | By Trust(6) |
Explanation of Responses: |
1. Pursuant to the Master Restructuring Agreement, dated July 10, 2008 (the "Master Restructuring Agreement") among the Issuer, Sherleigh and the other parties thereto, Sherleigh purchased in the aggregate 28,000,000 shares of Common Stock and warrants to acquire 28,000,000 shares of Common Stock for an aggregate purchase price of $700,000. |
2. Pursuant to the Master Restructuring Agreement, Sherleigh agreed to convert 2,237,037 shares of Series A Preferred Stock and 5,635,771 shares of Series B Preferred Stock into 20,000,081 shares of Common Stock. |
3. Pursuant to the Master Restructuring Agreement, Sherleigh agreed to receive 23,943,040 shares of Common Stock and warrants to acquire 23,943,040 shares of Common Stock in lieu of $383,576 of accrued dividends on the Series A and B Preferred Stock and $215,000 of liquidated damages. |
4. Pursuant to the Master Restructuring Agreement, Sherleigh agreed to amend warrants to purchase 7,872,808 shares of Common Stock to grant Sherleigh the right to acquire 20,000,081 shares of Common Stock at an exercise price of $.025 per share, which amended warrant is exercisable until August 4, 2013. |
5. Pursuant to a settlement with the Issuer, Sherleigh has agreed to pay to the Issuer any "short-swing profits" from the sale of Common Stock on August 4, 2008 and August 5, 2008 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended. |
6. These securities are held by Shreleigh Associates, Inc. Defined Benefit Pension Plan ("Sherleigh"), a trust of which Mr. Silver is the trustee. |
7. Immediately. |
8. None. |
/s/ Jack Silver | 08/12/2008 | |
** 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. |