SEC FORM 4

SEC Form 4

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^*

LAIFER CAPITAL MANAGEMENT INC

(Last)

(First)

(Middle)

LAIFER CAPITAL MANAGEMENT

112 WEST 27TH STREET, SUITE 404

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRM CORP [ TRMM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/16/2005		A		234,916	A	$0⁽¹⁾	1,428,607	I	See Footnote⁽²⁾
Common Stock	05/16/2005		S		20,000⁽³⁾	D	$13.83	1,408,607	I	See Footnote⁽²⁾
Common Stock	05/16/2005		W		60,761	D	$0⁽⁴⁾	1,347,846	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred	⁽⁵⁾	05/16/2005		C			313,228	03/05/2005	⁽⁶⁾	Common Stock	234,916	$0	234,916	I	See Footnote⁽²⁾

Explanation of Responses:

1. Converison of derivative security

2. Lance Laifer, as sole Director and principal stockholder of Laifer Capital Management, Inc. ("Laifer") is the beneficial owner of 1,408,406 shares of common stock, comprised of 1,355,550 shares of common stock and warrants to purchase 52,856 shares of common stock. Laifer has the sole power (i) to vote and to direct the voting of and (ii) to dispose and direct the disposition of the shares of common stock beneficially owned by Hilltop Partners, L.P., Hilltop Offshore Limited, and Hilltop Offshore #2. Laifer shares with various Wolfson family entities ("Wolfson") the power to dispose and direct the disposition of the shares of common stock beneficially owned by Wolfson. Wolfson retains the sole power to vote and direct the voting of the shares of common stock owned by it.

3. Shares disposed of by Hilltop Partners.

4. Transferred from Hilltop Partners pursuant to a property settlement agreement.

5. 1-for-.7499997

6. No Expiration Date

	Lance Laifer by Kenneth L. Tepper, Attorney-in-Fact	05/18/2005
	** 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).
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