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Englander Israel A, et al. – ‘4’ for 3/23/07 re: Primoris Services Corp.

On:  Monday, 3/26/07, at 4:11pm ET   ·   For:  3/23/07   ·   As:  10% Owner and Other   ·   Accession #:  1132413-7-89   ·   File #:  0-52203

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/26/07  Englander Israel A                4          %Own.,Oth.  2:10K  Rhapsody Acquisition Corp.        Millenco, L.L.C.
          Millennium Management, L.L.C.
          Millenco, L.L.C.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      9K 
                Securities by an Insider -- edgar.xml/2.2                        
 2: EX-99       Joint Filer Information                                1      5K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — edgar.xml/2.2



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
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*
MILLENCO, L.L.C.
(Last)(First)(Middle)
C/O MILLENNIUM MANAGEMENT, L.L.C.
666 FIFTH AVENUE, 8TH FLOOR
(Street)
NEW YORKNY10103-0899
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Rhapsody Acquisition Corp. [ RPSD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
3/23/07
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.0001 per share ("Common Stock") 3/23/07 S 40,000D$7.4628,000 (1) (2) (3)D (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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
MILLENCO, L.L.C.
(Last)(First)(Middle)
C/O MILLENNIUM MANAGEMENT, L.L.C.
666 FIFTH AVENUE, 8TH FLOOR
(Street)
NEW YORKNY10103-0899
(City)(State)(Zip)
1. Name and Address of Reporting Person*
MILLENNIUM MANAGEMENT, L.L.C.
(Last)(First)(Middle)
666 FIFTH AVENUE, 8TH FLOOR
(Street)
NEW YORKNY10103-0899
(City)(State)(Zip)
1. Name and Address of Reporting Person*
ENGLANDER ISRAEL A
(Last)(First)(Middle)
C/O MILLENNIUM MANAGEMENT, L.L.C.
666 FIFTH AVENUE, 8TH FLOOR
(Street)
NEW YORKNY10103-0899
(City)(State)(Zip)
Explanation of Responses:
(1)  As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of the following: (i) 596,000 shares of Common Stock owned by Millenco, L.L.C., a Delaware limited liability company ("Millenco") (formerly Millenco, L.P., a Delaware limited partnership) which shares are a constituent part of the Company's units ("Units") of which Millenco holds 596,000. Each Unit consists of (a) one share of Common Stock and (b) one warrant ("Warrant"). Each Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $5.00. Each Warrant will become exercisable on the later of the Company's completion of a business combination and October 3, 2007, and will expire on October 2, 2010, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination; and (ii) 32,000 shares of Common Stock owned by Millenco.
(2)  In addition to the Warrants exercisable into 596,000 shares of Common Stock, which are held as part of Units, Millenco owns Warrants exercisable into 637 shares of Common Stock which also are not currently exercisable.
(3)  Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco.
Remarks:
* MILLENCO, L.L.C., By: Millennium Management, L.L.C., as Manager
Terry Feeney, Chief Operating Officer 3/23/07
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    S    Open market or private sale of non-derivative or derivative security.

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