X0306 4 2014-04-02 1 0000776008 STAR SCIENTIFIC INC STSI 0001548550 Tradewinds Capital, L.P. C/O TRADEWINDS INVESTMENT MANAGEMENT, LP THREE HARBOR DRIVE, SUITE 213 SAUSALITO CA 94965 0 0 1 0 0001548551 Tradewinds Fund (Cayman), Ltd. C/O TRADEWINDS INVESTMENT MANAGEMENT, LP THREE HARBOR DRIVE, SUITE 213 SAUSALITO CA 94965 0 0 1 0 0001445824 P.V. Partners, L.P. C/O TRADEWINDS INVESTMENT MANAGEMENT, LP THREE HARBOR DRIVE, SUITE 213 SAUSALITO CA 94965 0 0 1 0 0001445823 Feehan Partners, L.P. C/O TRADEWINDS INVESTMENT MANAGEMENT, LP THREE HARBOR DRIVE, SUITE 213 SAUSALITO CA 94965 0 0 1 0 0001444109 Peters Scott C/O TRADEWINDS INVESTMENT MANAGEMENT, LP THREE HARBOR DRIVE, SUITE 213 SAUSALITO CA 94965 0 0 1 0 0001604257 Scannell Robert C/O TRADEWINDS INVESTMENT MANAGEMENT, LP THREE HARBOR DRIVE, SUITE 213 SAUSALITO CA 94965 0 0 1 0 Common Stock 2014-04-02 4 J 0 1579498 0.00 D 0 I By Tradewinds Fund (Cayman), Ltd. Common Stock 2014-04-02 4 J 0 2219822 0.00 D 1825731 I By Tradewinds Capital, L.P. Common Stock 2014-04-02 4 J 0 369796 0.00 A 10051697 I By Scott P. Peters Common Stock 2014-04-02 4 J 0 766808 0.00 A 9319792 I By Robert W. Scannell Common Stock 2014-04-02 4 J 0 1136604 0.00 A 2962335 I By Tradewinds Capital, L.P. Common Stock Warrants (right to buy) 2.00 2014-04-03 4 D 0 543478 0.00 D 2011-09-04 2016-09-04 Common Stock 543478 0 I By Feehan Partners, L.P. Common Stock Warrants (right to buy) 1.80 2014-04-03 4 D 0 833333 0.00 D 2011-05-05 2016-05-05 Common Stock 833333 0 I By Feehan Partners, L.P. Common Stock Warrants (right to buy) 2.00 2014-04-03 4 D 0 543478 0.00 D 2011-09-04 2016-09-04 Common Stock 543478 0 I By P.V. Partners, L.P. Common Stock Warrants (right to buy) 1.80 2014-04-03 4 D 0 833333 0.00 D 2011-05-05 2016-05-05 Common Stock 833333 0 I By P.V. Partners, L.P. Prior to the transactions reflected in this report, each Reporting Person individually owned less than 10% of the STSI shares, but, as a group, the Reporting Persons owned more than 10% of the STSI shares. Following the transactions reflected in this report, the Reporting Persons, individually and as a group, own less than 10% of the STSI shares and are no longer subject to Section 16. Pro rata distribution by Tradewinds Fund (Cayman), Ltd. ("Tradewinds Cayman") of its STSI shares to its shareholders for no consideration in connection with its liquidation. After this distribution, Tradewinds Cayman was no longer the beneficial owner of STSI shares and no longer a member of the group that was subject to Section 16. Redemption in kind by Tradewinds Capital, L.P. ("Tradewinds Capital") of its partners who were not Reporting Persons. These shares were distributed to Mr. Peters and Mr. Scannell, as shareholders of Tradewinds Cayman, in the transaction described in Note (2) above. These shares were then contributed by Mr. Peters and Mr. Scannell to Tradewinds Capital. Consists of: 64,700 shares held by Mr. Peters, 2,962,335 shares held by Tradewinds Capital and 7,089,362 shares held by PV Partners, L.P. ("PVP"). Mr. Peters is a Member of the General Partner of Tradewinds Capital and Co-General Partner of the investment manager of Tradewinds Capital and, as such, may be deemed to share voting and investment power over the shares held by Tradewinds Capital. Mr. Peters is the General Partner of PVP. Mr. Peters disclaims beneficial ownership of the shares held by Tradewinds Capital, except to the extent of his pecuniary interest therein, if any. Mr. Peters has no pecuniary interest in the shares held by Feehan Partners, LP and disclaims any beneficial ownership of those shares. Consists of: 2,962,335 shares held by Tradewinds Capital and 6,357,457 shares held by Feehan Partners, L.P. ("Feehan"). Mr. Scannell is the Managing Member of the General Partner of Tradewinds Capital and the Co-General Partner of the investment manager of Tradewinds Capital and, as such, may be deemed to share voting and investment power over the shares held by Tradewinds Capital. Mr. Scannell is the General Partner of Feehan. Mr. Scannell disclaims beneficial ownership of the shares held by Tradewinds Capital, except to the extent of his pecuniary interest therein, if any. Mr. Scannell has no pecuniary interest in the shares held by Mr. Peters or PVP and disclaims beneficial ownership of those shares. The reported transactions involved an amendment of outstanding warrants, resulting in the deemed cancellation of the "old" warrants and the grant of replacement warrants. The replacement warrants are not exercisable within six months and thus are not deemed to be beneficially owned by the Reporting Persons for purposes of calculating 10% ownership. TRADEWINDS CAPITAL, L.P., By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 2014-04-04 TRADEWINDS FUND (CAYMAN), LTD., By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 2014-04-04 P.V. PARTNERS, L.P., By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 2014-04-04 FEEHAN PARTNERS, L.P., By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 2014-04-04 SCOTT P. PETERS, By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 2014-04-04 ROBERT W. SCANNELL, By: /s/ Jay B. Gould, Jay B. Gould, Attorney-in-Fact 2014-04-04