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*
GORMAN JOHN JOSEPH

(Last) (First) (Middle)
2700 VIA FORTUNA, SUITE 400

(Street)
AUSTIN TX 78746

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DIGITAL LIFESTYLES GROUP INC [ DLFG ]
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)
10/05/2004
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)
Code V Amount (A) or (D) Price
Common Stock 10/05/2004 S 560,693 D $0.346 1,846,821 D
Common Stock 10/05/2004 S 450,867 D $0.346 2,890,172 I See Footnote(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $0.475 10/05/2004 S 280,347 09/09/2004 (2) Common Stock 280,347 $0(3) 923,410 D
Warrant $0.475 10/05/2004 S 225,433 09/09/2004 (2) Common Stock 225,433 $0(3) 2,445,086 I See Footnote(4)
Explanation of Responses:
1. The Reporting Person beneficially owns approximately 58% of the Common Stock of Westech Capital Corporation and, as a result, may be deemed to beneficially own the shares of Common Stock of the Issuer that are beneficially owned by Westech Capital Corporation or Tejas Securities Group, Inc., a wholly-owned subsidiary of Westech Capital Corporation. 450,867 shares of Common Stock of the Issuer have been sold by Tejas Securities Group, Inc. The Reporting Person may also be deemed to indirectly beneficially own 1,445,086 shares of the Issuer Common Stock held through the Ryleigh Gorman Trust, of which the Reporting Person's spouse is the sole trustee and 1,445,086 shares of the Issuer Common Stock held through John Joseph Gorman V Trust of which the Reporting Person's spouse is the sole trustee. The filing of this Form 4 shall not be construed as an admission that Mr. Gorman is the beneficial owner of any of the securities of the Issuer mentioned in this footnote.
2. The Warrant will expire two years after the registration statement under the Securities Act of 1933, as amended, registering the shares of Common Stock issuable upon exercise of the Warrants is declared effective. Pursuant to a Registration Rights Agreement, the Issuer has agreed to register these shares of Common Stock.
3. The Warrant was sold together with Common Stock and no additional consideration was paid.
4. The Reporting Person may be deemed to indirectly beneficially own (a) a warrant to purchase 1,000,000 shares of the Issuer Common Stock held through Westech Capital Corporation; (b) a warrant to purchase 225,433 shares of Common Stock of the Issuer, sold by Tejas Securities Group Inc.; (c) a warrant to purchase 722,543 shares of the Issuer Common Stock held through the Ryleigh Gorman Trust, of which the Reporting Person's spouse is the sole trustee; and (d) a warrant to purchase 722,543 shares of the Issuer Common Stock held through John Joseph Gorman V Trust of which the Reporting Person's spouse is the sole trustee. The transfer of the warrant held by Tejas Securities Group Inc. is being reported on this Form 4. The filing of this Form 4 shall not be construed as an admission that Mr. Gorman is the beneficial owner of any of the securities of the Issuer mentioned in this footnote.
/s/ John Joseph Gorman 10/06/2004
** 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.