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
HUDSON TECHNOLOGIES INC /NY [ HDSNC ] |
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 | ||||||||||||||||||||||||||
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 | P | 70,913 | A | $0.79(1) | 340,455 | D | |||
Common Stock | 12/19/2003 | P | 7,714 | A | $1.1 | 340,455 | I | footnote 2(2) | ||
Common Stock | 12/19/2003 | P | 23,000 | A | $1.1 | 340,455 | I | Owned by Spouse |
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 | ||||||||
10% Exchange Notes | $0.79 | 12/19/2003 | C | 70,913(1) | 12/19/2003(1) | 12/19/2003(1) | Common Stock | 70,913 | (1) | 6,420 | D | ||||
Convertible Note Warrants | $0.87 | 12/19/2003 | J(3) | 6,420 | 12/19/2003 | 12/19/2008 | Common Stock | 6,420 | (3) | 6,420 | D |
Explanation of Responses: |
1. The Issuer conducted a public offering of equity securities prior to 12/20/03 for gross proceeds of not less than $2 million (Equity Offering). In accordance with the terms of the 10% Exchange Notes, such Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Exchange Notes into restricted shares of the Issuer's Common Stock at the then current note conversion rate of $.79. As of 12/19/03, the outstanding principal and interest on the 10% Exchange Notes held by the Reporting Person was $56,021.29 and thus converted into 70,913 shares of restricted Common Stock. |
2. Reporting Person's spouse is one of seven equal shareholders of a New York corporation known as Catherine & Cathryn, Ltd., which purchased 54,000. The number of shares reported (7,714) are equal to 1/7 of the shares purchased by the corporation, representing the Reporting Person's spouse's pro-rata interest (1/7) in the corporation. Reporting Person disclaims beneficial interest in 46,286 shares purchased by the corporation. |
3. The Equity Offering triggered the obligation of the Issuer to issue common stock purchase warrants (Convertible Note Warrants) to holders of the 10% Exchange Notes, exercisable to purchase an amount of shares of the Issuer's Common Stock equal to 10% of the number of shares of Common Stock into which the 10% Exchange Notes were convertible at the time of their issuance, for a period of 5 years from their date of issuance, at an exercise price equal to 110% of the lesser of the conversion rate of the 10% Exchange Notes as of the date of their issuance, or the conversion rate of the 10% Exchange Notes as of the date of the issuance of the Convertible Note Warrants. Thus, the issuer has issued to the Reporting Person Convertible Note Warrants to purchase 6,420 shares of the Issuer's Common Stock at an exercise price equal to $.87 per share. |
Stephen P. Mandracchia | 12/19/2003 | |
** 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. |