SEC Info - Kramer Ronald J - ‘3’ for 1/17/08 re: Sapphire Industrials Corp.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

KRAMER RONALD J

(Last)

(First)

(Middle)

C/O SAPPHIRE INDUSTRIALS CORP.

30 ROCKEFELLER PLAZA, 62ND FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
1/17/08

3. Issuer Name and Ticker or Trading Symbol
Sapphire Industrials Corp. [ FYR ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, Par Value $0.001 Per Share	73,600	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Founder Warrants ⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock, Par Value $0.001 Per Share	73,600	7.5	D

Explanation of Responses:

(1) Each founder unit ("Founder Unit") consists of one share of common stock, par value $0.001 per share ("Common Stock"), and one warrant ("Founder Warrant"). Each Founder Warrant entitles the holder to purchase one share of Common Stock for $7.50 per share.

(2) The Founder Warrants (i) will become exercisable after the consummation of an initial business combination if and when the last sales price of the Common Stock exceeds $13.50 per share for any 20 trading days within any 30-trading day period beginning 90 days following the initial business combination, (ii) will not be redeemable by Sapphire Industrials Corp. (the "Issuer") as long as they are held by Lazard Funding Limited LLC and the Issuer's directors, or their permitted transferees, other than as part of a redemption of Founder Units to the extent the over-allotment option is not exercised in full by the underwriter, and (iii) will not expire until the fifth anniversary of the date of the registration statement relating to the initial public offering of the Issuer's securities.

Remarks:

Exhibit 24 Limited Power of Attorney, dated January 14, 2008, by Ronald J. Kramer.

	/s/ Donald G. Drapkin, As Attorney-in-Fact for Ronald J. Kramer	1/17/08
	** 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 5 (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.

Kramer Ronald J – ‘3’ for 1/17/08 re: Sapphire Industrials Corp.

On: Thursday, 1/17/08, at 7:54pm ET · For: 1/17/08 · As: Director · Accession #: 1209191-8-4393 · File #: 1-33914

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Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
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