SEC Info - Flanagan Robert J - ‘3’ for 4/5/06 re: Castle Brands Inc.

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^*

FLANAGAN ROBERT J

(Last)

(First)

(Middle)

C/O CLARK ENTERPRISES

7500 OLD GEORGETOWN ROAD, 15TH FLOOR

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
4/5/06

3. Issuer Name and Ticker or Trading Symbol
Castle Brands Inc [ ROX ]

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	18,750	I ⁽¹⁾	By CNF Investments LLC

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)
Stock Option (Right to Buy)	5/10/04	5/10/14	Common Stock	7,000	6	D
Stock Option (Right to Buy)	1/27/05	1/27/15	Common Stock	7,000	8	D
Common Stock Warrants (Right to Buy)	6/9/04	5/31/09	Common Stock	2,500	8	I ⁽¹⁾	By Flanagan Family Limited Partnership
Series A Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	53,300	⁽³⁾	I ⁽¹⁾	By CNF Investments LLC
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	200,000	⁽⁵⁾	I ⁽¹⁾	By CNF Investments LLC
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	254,427	⁽⁷⁾	I ⁽¹⁾	By CNF Investments LLC
Common Stock Warrants (Right to Buy)	6/9/04	5/31/09	Common Stock	12,500	8	I ⁽¹⁾	By CNF Investments LLC
5% .Euro denominated convertible subordinated note	12/1/03	12/1/06	Common Stock	⁽⁸⁾	⁽⁹⁾	I ⁽¹⁾	By CNF Investments LLC

Explanation of Responses:

(1) The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

(2) The Series A Convertible Preferred Stock is convertible at any time.

(3) The Series A Convertible Preferred Stock is convertible into Castle Brands Inc. common stock on a one-for-one basis and has no expiration date.

(4) The Series B Convertible Preferred Stock is convertible at any time.

(5) The Series B Convertible Preferred Stock is convertible into Castle Brands Inc. common stock on a one-for-one basis and has no expiration date.

(6) The Series C Convertible Preferred Stock is convertible at any time.

(7) The Series C Convertible Preferred Stock is convertible into Castle Brands Inc. common stock on a one-for-one basis and has no expiration date.

(8) The principal amount of the note is ?232,775.

(9) The conversion price is ?5.22.

Remarks:

	John E. Schmeltzer III, as attorney-in-fact	4/5/06
	** 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.

Flanagan Robert J – ‘3’ for 4/5/06 re: Castle Brands Inc.

On: Wednesday, 4/5/06, at 5:25pm ET · For: 4/5/06 · As: Director · Accession #: 1355821-6-20 · File #: 1-32849

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Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
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‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — edgar.xml/2.2