X0202 3 2003-12-18 0 0000813619 SOUTHWALL TECHNOLOGIES INC /DE/ SWTX 0001282815 DOLPHIN DIRECT EQUITY PARTNERS L P C/O DOLPHIN ASSET MANAGEMENT CORP. 129 EAST 17TH STREET NEW YORK NY 10003 0 0 1 0 0001289404 Dolphin Advisors, L.L.C. C/O DOLPHIN ASSET MANAGEMENT CORP. 129 EAST 17TH STREET NEW YORK NY 10003 0 0 1 0 0001289405 Dolphin Management Inc. C/O DOLPHIN ASSET MANAGEMENT CORP. 129 EAST 17TH STREET NEW YORK NY 10003 0 0 1 0 0001016286 SALAS PETER E 129 EAST 17TH STREET NEW YORK NY 10003 0 0 1 0 10% Convertible Note due 2009 1 2004-02-20 2009-02-20 Common Stock 1500000 D Warrant (right to buy) 0.01 2003-12-18 2008-12-18 Common Stock 313705 D Warrant (right to buy) 0.01 2003-12-18 2008-12-18 Common Stock 141033 D Warrant (right to buy) 0.01 2003-12-18 2008-12-18 Common Stock 5772 D Warrant (right to buy) 0.01 2004-01-15 2009-01-15 Common Stock 313705 D Warrant (right to buy) 0.01 2004-01-19 2009-01-19 Common Stock 529818 D Warrant (right to buy) 0.01 2004-01-19 2009-01-19 Common Stock 2649 D Warrant (right to buy) 0.01 2004-01-29 2009-01-29 Common Stock 182084 D Warrant (right to buy) 0.01 2004-01-30 2009-01-30 Common Stock 498 D Warrant (right to buy) 0.01 2004-01-30 2009-01-30 Common Stock 1235 D Warrant (right to buy) 0.01 2004-02-19 2009-02-19 Common Stock 1111250 D Warrant (right to buy) 0.01 2004-02-20 2004-02-20 Common Stock 2025502 D The reported notes are owned directly by Dolphin Direct Equity Partners, LP. Dolphin Advisors, L.L.C. may be deemed to beneficially own the reported notes because it serves as the managing general partner of Dolphin Direct Equity Partners, LP. Dolphin Management, Inc. may be deemed to beneficially own the reported notes because it serves as the managing member of Dolphin Advisors, L.L.C. Peter E Salas may be deemed to beneficially own the reported notes because he serves as President of and is a significant shareholder in Dolphin Management, Inc. Each of Dolphin Advisors, L.L.C., Dolphin Management, Inc. and Peter E. Salas disclaim beneficial ownership of all of the reported notes except to the extent of their pecuniary interest therein, and the inclusion of these warrants in this report shall not be deemed an admission by them of beneficial ownership of all of the reported warrants for purposes of Section 16 or for any other purpose. The reported warrants are owned directly by Dolphin Direct Equity Partners, LP. Dolphin Advisors, L.L.C. may be deemed to beneficially own the reported warrants because it serves as the managing general partner of Dolphin Direct Equity Partners, LP. Dolphin Management, Inc. may be deemed to beneficially own the reported warrants because it serves as the managing member of Dolphin Advisors, L.L.C. Peter E Salas may be deemed to beneficially own the reported warrants because he serves as President of and is a significant shareholder in Dolphin Management, Inc. Each of Dolphin Advisors, L.L.C., Dolphin Management, Inc. and Peter E. Salas disclaim beneficial ownership of all of the reported warrants except to the extent of their pecuniary interest therein, and the inclusion of these warrants in this report shall not be deemed an admission by them of beneficial ownership of all of the reported warrants for purposes of Section 16 or for any other purpose. Carlos P. Salas, by power of attorney, on behalf of Dolphin Direct Equity Partners, LP 2004-05-12 Carlos P. Salas, by power of attorney, on behalf of Dolphin Advisors, L.L.C. 2004-05-12 Carlos P. Salas, by power of attorney, on behalf of Dolphin Management, Inc. 2004-05-12 Peter E. Salas 2004-05-12