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^*

Greywolf Capital Management LP

(Last)

(First)

(Middle)

4 MANHATTANVILLE ROAD, SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PARTICLE DRILLING TECHNOLOGIES INC/NV [ PDRT ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2009

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

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

	Form filed by One Reporting Person
X	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, par value $0.001 per share								1,096,896	D⁽¹⁾⁽²⁾
Common Stock, par value $0.001 per share								1,897,042	D⁽¹⁾⁽³⁾
Common Stock, par value $0.001 per share	01/06/2009		S		2,855	D	$0.103	129,896	D⁽¹⁾⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/07/2009		S		2,976	D	$0.1078	126,920	D⁽¹⁾⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/08/2009		S		1,961	D	$0.1102	124,959	D⁽¹⁾⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/09/2009		S		2,184	D	$0.1106	122,775	D⁽¹⁾⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/12/2009		S		894	D	$0.1112	121,881	D⁽¹⁾⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/13/2009		S		5,504	D	$0.1121	116,377	D⁽¹⁾⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/14/2009		S		4,661	D	$0.1102	111,716	D⁽¹⁾⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/15/2009		S		9,460	D	$0.1101	102,256	D⁽¹⁾⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/16/2009		S		15,205	D	$0.1093	87,051	D⁽¹⁾⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/20/2009		S		5,676	D	$0.1213	81,375	D⁽¹⁾⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/06/2009		S		13,745	D	$0.103	566,528	D⁽¹⁾⁽⁵⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/07/2009		S		14,324	D	$0.1078	552,204	D⁽¹⁾⁽⁵⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/08/2009		S		9,439	D	$0.1102	542,765	D⁽¹⁾⁽⁵⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/09/2009		S		10,516	D	$0.1106	532,249	D⁽¹⁾⁽⁵⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/12/2009		S		4,306	D	$0.1112	527,943	D⁽¹⁾⁽⁵⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/13/2009		S		26,496	D	$0.1121	501,447	D⁽¹⁾⁽⁵⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/14/2009		S		22,439	D	$0.1102	479,008	D⁽¹⁾⁽⁵⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/15/2009		S		45,540	D	$0.1101	433,468	D⁽¹⁾⁽⁵⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/16/2009		S		73,195	D	$0.1093	360,273	D⁽¹⁾⁽⁵⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/20/2009		S		27,324	D	$0.1213	332,949	D⁽¹⁾⁽⁵⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share								1,096,896	I	See Footnotes⁽¹⁾⁽⁶⁾
Common Stock, par value $0.001 per share								2,993,938	I	See Footnotes⁽¹⁾⁽⁷⁾
Common Stock, par value $0.001 per share								2,993,938	I	See Foonotes⁽¹⁾⁽⁸⁾
Common Stock, par value $0.001 per share								2,993,938	I	See Footnotes⁽¹⁾⁽⁹⁾

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)

1. Name and Address of Reporting Person^*

Greywolf Capital Management LP

(Last)

(First)

(Middle)

4 MANHATTANVILLE ROAD, SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

GREYWOLF CAPITAL PARTNERS II LP

(Last)

(First)

(Middle)

C/O GREYWOLF CAPITAL MANAGEMENT LP

4 MANHATTANVILLE ROAD, SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Greywolf Capital Overseas Master Fund

(Last)

(First)

(Middle)

C/O GREYWOLF CAPITAL MANAGEMENT LP

4 MANHATTANVILLE ROAD

(Street)

SUITE 201

10577

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

GCP II SPV I

(Last)

(First)

(Middle)

C/O GREYWOLF CAPITAL MANAGEMENT LP

4 MANHATTANVILLE ROAD, SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

GCOF SPV I

(Last)

(First)

(Middle)

C/O GREYWOLF CAPITAL MANAGEMENT LP

4 MANHATTANVILLE ROAD, SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Greywolf Advisors LLC

(Last)

(First)

(Middle)

C/O GREYWOLF CAPITAL MANAGEMENT LP

4 MANHATTANVILLE ROAD, SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Greywolf GP LLC

(Last)

(First)

(Middle)

C/O GREYWOLF CAPITAL MANAGEMENT LP

4 MANHATTANVILLE ROAD, SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Savitz Jonathan

(Last)

(First)

(Middle)

C/O GREYWOLF CAPITAL MANAGEMENT LP

4 MANHATTANVILLE ROAD, SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

Explanation of Responses:

1. The entities and individual identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed an admission that such entities and individual are members of such group.

2. The amount of securities shown in this row is owned directly by Greywolf Capital Partners II LP ("Greywolf Capital II").

3. The amount of securities shown in this row is owned directly by Greywolf Capital Overseas Master Fund ("Greywolf Masters Overseas").

4. The amount of securities shown in this row is owned directly by GCP II SPV I.

5. The amount of securities shown in this row is owned directly by GCOF SPV I (together with GCP II SPV I, the "Greywolf SPVs").

6. The amount of securities shown in this row is directly owned by Greywolf Capital II. As the general partner of Greywolf Capital II, Greywolf Advisors LLC (the "General Partner") may be deemed to be the beneficial owner of the Issuer's securities held by Greywolf Capital II. The General Partner hereby disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Greywolf Capital II.

7. The amount of securities shown in this row is directly owned by Greywolf Capital II and Greywolf Master Overseas (together, the "Greywolf Funds"). As the investment manager of the Greywolf Funds, Greywolf Capital Management LP (the "Investment Manager") may be deemed to be the beneficial owner of the Issuer's securities held by the Greywolf Funds. The Investment Manager hereby disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 under the '34 Act or otherwise, except to the extent of its pecuniary interest, if any.

8. The amount of securities shown in this row is directly owned by the Greywolf Funds. As the general partner of the Investment Manager, Greywolf GP LLC (the "Investment Manager General Partner") may be deemed to be the beneficial owner of the Issuer's securities held by the Greywolf Funds. The Investment Manager General Partner hereby disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 under the '34 Act or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Investment Manager.

9. The amount of securities shown in this row is directly owned by the Greywolf Funds. As the senior managing member of the General Partner and the sole managing member of the Investment Manager General Partner, Jonathan Savitz may be deemed to be the beneficial owner of the Issuer's securities held by the Greywolf Funds. Jonathan Savitz hereby disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 under the '34 Act or otherwise, except to the extent of his pecuniary interest, if any.

10. The Investment Manager is the investment manager of each of the Greywolf SPVs. The Investment Manager General Partner is the general partner of the Investment Manager. Jonathan Savitz is the sole managing member of the Investment Manager General Partner. The Investment Manager has an exempt pecuniary interest in the securities held by the Greywolf SPVs. Each of the Investment Manager, the Investment Manager General Partner and Jonathan Savitz disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 under the '34 Act or otherwise.

	/s/ Jonathan Savitz, for himself and as authorized signatory for each of the entities listed in footnotes (2) through (8).	01/21/2009
	.	01/21/2009
	.	01/21/2009
	.	01/21/2009
	.	01/21/2009
	.	01/21/2009
	.	01/21/2009
	.	01/21/2009
	** 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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