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
UCN INC [ UCNN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2004 | ||||||||||||||||||||||||||
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, par value $.0001 per share | 06/28/2004 | P | 21,400 | A | $2.45 | 1,500,800(5) | I | See Footnote(4) | ||
Common Stock, par value $.0001 per share | 07/27/2004 | P | 9,000 | A | $2.54 | 1,500,800(1) | D | |||
Common Stock, par value $.0001 per share | 07/27/2004 | P | 10,000 | A | $2.54 | 1,500,800 | I | See Footnote(2) | ||
Common Stock, par value $.0001 per share | 07/27/2004 | P | 6,000 | A | $2.54 | 1,500,800 | I | See Footnote(3) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On the date hereof, of the total number of shares of common stock, par value $.0001 per share ("Common Stock") of UCN, Inc. [UCNN] reported herein as beneficially owned, Wynnefield Partners Small Cap Value, L.P. (the "Reporting Person") directly beneficially owns 239,800 shares of Common Stock. Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns. Shannon River Capital Management, LLC, as Portfolio Manager with respect to these shares, may be deemed to have an indirect beneficial ownership interest in these shares. |
2. On the date hereof, of the total number of shares of Common Stock reported herein as beneficially owned, the Reporting Person has an indirect beneficial ownership interest in 267,300 shares of Common Stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, and Shannon River Capital Management, LLC, as Portfolio Manager with respect to these shares, may be deemed to have an indirect beneficial ownership interest in these shares. |
3. On the date hereof, of the total number of shares of Common Stock reported herein as beneficially owned, the Reporting Person has an indirect beneficial ownership interest in 171,300 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., and Shannon River Capital Management, LLC, as Portfolio Manager with respect to these shares, may be deemed to have an indirect beneficial ownership interest in these shares. |
4. On the date hereof, of the total number of shares of Common Stock reported herein as beneficially owned, Shannon River Partners, L.P. directly beneficially owns 315,629 shares of Common Stock to which each of the Reporting Person, Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd. disclaims any beneficial ownership interest. Shannon River Capital Management, LLC, as the sole general partner of Shannon River Partners, L.P., has an indirect beneficial ownership interest in these shares. |
5. On the date hereof, of the total number of shares of Common Stock reported herein as beneficially owned, Shannon River Partners II, L.P. directly beneficially owns 506,771 shares of Common Stock to which each of the Reporting Person, Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd. disclaims any beneficial ownership interest. Shannon River Capital Management, LLC, as the sole general partner of Shannon River Partners II, L.P., has an indirect beneficial ownership interest in these shares. |
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member | 10/07/2004 | |
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member | 10/07/2004 | |
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital, Inc., /s/ Nelson Obus, President | 10/07/2004 | |
WYNNEFIELD CAPITAL MANAGEMENT, LLC, /s/ Nelson Obus, Managing Member | 10/07/2004 | |
WYNNEFIELD CAPITAL, INC., /s/ Nelson Obus, President | 10/07/2004 | |
SHANNON RIVER PARTNERS, L.P., By: Shannon River Capital Management, LLC, General Partner, /s/Spencer Waxman, Managing Member | 10/07/2004 | |
SHANNON RIVER PARTNERS II, L.P., By: Shannon River Capital Management, LLC, General Partner, /s/Spencer Waxman, Managing Member | 10/07/2004 | |
SHANNON RIVER CAPITAL MANAGEMENT, LLC, /s/Spencer Waxman, Managing Member | 10/07/2004 | |
** 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. |