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^*

NADER TAVAKOLI

(Last)

(First)

(Middle)

551 FIFTH AVENUE

34TH FLOOR

(Street)

NEW YORK

10176

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DARLING INTERNATIONAL INC [ DAR ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2003

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

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

X	Form filed by One Reporting Person
	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	12/03/2003		P		87,500	A	$2.82	752,224	D
Common Stock	12/03/2003		P		787,500⁽¹⁾	A	$2.82	6,621,221⁽¹⁾	I	(FN2,3)⁽²⁾⁽³⁾

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)

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that Mariel Capital Management, L.L.C. or Nader Tavakoli, the managing member of Mariel Capital Management, L.L.C., is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock owned by EagleRock Capital Partners, L.P. or EagleRock Capital Partners (QP), L.P. Pursuant to Rule 16a-1, both Mariel Capital Management, L.L.C. and Mr. Tavakoli disclaim such beneficial ownership.

2. Mariel Capital Management, L.L.C. holds indirectly 6,621,221 shares of Common Stock of Darling International, Inc. through the account of EagleRock Master Fund, of which Mariel Capital Management, L.L.C. is the agent and attorney-in-fact. EagleRock Master Fund holds the shares of Common Stock of Darling International, Inc. for the account of EagleRock Capital Partners, L.P. and EagleRock Capital Partners (QP), L.P., of which Mariel Capital Management, L.L.C. is the general partner. Mariel Capital Management, L.L.C. receives an allocation of net profits from and owns a partnership interest in EagleRock Capital Partners, L.P. and EagleRock Capital Partners (QP), L.P. Mr. Tavakoli reports the shares held indirectly by Mariel Capital Management, L.L.C. because, as the managing member of Mariel Capital Management, L.L.C. at the time of purchase, Mr. Tavakoli controlled the disposition and voting of the securities.

3. Additionally, Mr. Tavakoli owns a limited partnership interest in EagleRock Capital Partners, L.P. and EagleRock Capital Partners (QP), L.P.

Remarks:

	Nader Tavakoli	12/05/2003
	** 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.
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