| 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
KFX INC [ KFX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/19/2003 | |||||||||||||||||||||||||
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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 | 12/19/2003 | S | 1,700,000(1)(2)(3)(4) | D | $7 | 2,377,500(1)(2)(3)(4) | I | 1,2,3,4(1)(2)(3)(4) | ||
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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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| Explanation of Responses: |
| 1. The reporting persons ("Reporting Persons") are Westcliff Capital Management, LLC, an investment adviser ("WCM") and Richard S. Spencer III ("Spencer"), a manager and the majority member of WCM. Each Reporting Person disclaims membership in a group with any non-reporting person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act. |
| 2. Amounts shown consist of shares owned directly by investment limited partnerships of which WCM is general partner and investment adviser and by investment advisory clients in which neither WCM nor Spencer has any ownership or other economic interest other than entitlement to investment advisory fees ("Separate Accounts"). Spencer and WCM disclaim beneficial ownership of any shares except to the extent of their respective pecuniary interests. |
| 3. Some Separate Accounts pay WCM performance-based fees; others pay only asset-based fees. Without limiting the generality of the disclaimer in note 2, WCM and Spencer specifically disclaim any beneficial interest in shares held by Separate Accounts that do not pay performance-based fees and in shares held by Separate Accounts that do pay performance-based fees to the extent those fees qualify for the exclusion in Rule 16a-1(a)(2)(ii)(C)(1) and (2). |
| 4. WCM has the right to designate two persons ("WCM Nominees") for appointment to the Issuer's board of directors in certain circumstances. Spencer has been so appointed. WCM Nominees so appointed will serve until the next stockholders meeting at which their terms expire. Thereafter, the Issuer will nominate WCM Nominees for election and recommend voting for those nominees. WCM Nominees that are elected to the board are to be appointed to the board's executive committee. These rights terminate immediately when WCM and its affiliates hold less than 400,000 shares of the Issuer's common stock. These rights could cause WCM and Spencer to be deemed insiders of the Issuer without regard to their ownership of Issuer's common stock. |
| By: /s/ Richard S. Spencer III | 12/23/2003 | |
| /s/ Richard S. Spencer III | 12/23/2003 | |
| ** 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. | ||