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LNA Capital Corp., et al. – ‘3’ for 6/3/05 re: Register Com Inc.

On:  Monday, 6/13/05, at 8:55pm ET   ·   For:  6/3/05   ·   As:  Other   ·   Accession #:  922423-5-991   ·   File #:  0-29739

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

 6/13/05  LNA Capital Corp.                 3          Other       2:15K  Register Com Inc.                 Kramer Levin Naf… LLP/FA
          Barington Capital Group LP
          Barington Companies Advisors, LLC
          Barington Companies Offshore Fund, Ltd. (BVI)
          Barington Companies Equity Partners LP
          Barington Companies Investors, LLC

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

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of        HTML     12K 
                Securities by an Insider -- kl00635_ex.xml/2.2                   
 2: EX-99       Exhibit 99 Form 3 Joint Filer Information              3      8K 


‘3’   —   Initial Statement of Beneficial Ownership of Securities by an Insider — kl00635_ex.xml/2.2




        

This ‘3’ Document is an XML Data File that may be rendered in various formats:

  Form 3    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Initial Statement of Beneficial Ownership of Securities by an Insider
 
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
BARINGTON COMPANIES EQUITY PARTNERS L P

(Last)(First)(Middle)
C/O BARINGTON CAPITAL GROUP, L.P.
888 SEVENTH AVENUE, 17TH FLOOR

(Street)
NEW YORK,NY10019

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
6/3/05
3. Issuer Name and Ticker or Trading Symbol
REGISTER COM INC [ RCOM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below)XOther (specify below)
See Remarks
5. 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 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 Stock1,696,522 (1) (2) (3) (4)I (1) (2) (3) (4)See Footnotes (1) (2) (3) (4)
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)
Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
BARINGTON COMPANIES EQUITY PARTNERS L P

(Last)(First)(Middle)
C/O BARINGTON CAPITAL GROUP, L.P.
888 SEVENTH AVENUE, 17TH FLOOR

(Street)
NEW YORK,NY10019

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Barington Companies Investors, LLC

(Last)(First)(Middle)
C/O BARINGTON CAPITAL GROUP, L.P.
888 SEVENTH AVENUE, 17TH FLOOR

(Street)
NEW YORKNY10019

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Barington Companies Offshore Fund, Ltd. (BVI)

(Last)(First)(Middle)
C/O BISON FINANCIAL SERVICES LTD
BISON COURT ROAD TOWN

(Street)
TORTOLAD800000

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Barington Companies Advisors, LLC

(Last)(First)(Middle)
C/O BARINGTON CAPITAL GROUP, L.P.
888 SEVENTH AVENUE, 17TH FLOOR

(Street)
NEW YORKNY10019

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BARINGTON CAPITAL GROUP L P

(Last)(First)(Middle)

(Street)

(City)(State)(Zip)
1. Name and Address of Reporting Person*
LNA Capital Corp.

(Last)(First)(Middle)
C/O BARINGTON CAPITAL GROUP, L.P.
888 SEVENTH AVENUE, 17TH FLOOR

(Street)
NEW YORKNY10019

(City)(State)(Zip)
Explanation of Responses:
(1)  Includes shares owned directly by Barington Companies Equity Partners, L.P. and Barington Companies Offshore Fund, Ltd. (BVI). Barington Companies Equity Partners, L.P. beneficially owns 817,724 shares of Common Stock. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 817,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Barington Companies Offshore Fund, Ltd. (BVI) beneficially owns 279,926 shares of Common Stock. Barington Companies Advisors, LLC beneficially owns 598,872 shares of Common Stock, which shares are held in a managed account on behalf of Millenco, L.P. pursuant to an account management agreement between Barington Companies Advisors, LLC and Millennium Operations, L.L.C. Millennium Operations, L.L.C. is the general partner of Millenco, L.P.
(2)  (Continuation of Footnote 1) As the investment advisor to Barington Companies Offshore Fund, Ltd. (BVI), Barington Companies Advisors, LLC may also be deemed to beneficially own the 279,926 shares of Common Stock owned by Barington Companies Offshore Fund, Ltd. (BVI). As the Managing Member of Barington Companies Advisors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 598,872 shares of Common Stock beneficially owned by Barington Companies Advisors, LLC and the 279,626 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. (BVI). As the majority member of Barington Companies Investors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 817,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P.
(3)  (Continuation of Footnote 2) As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 817,724 shares beneficially owned by Barington Companies Equity Partners, L.P., the 598,872 shares of Common Stock beneficially owned by Barington Companies Advisors, LLC and the 279,926 shares beneficially owned by Barington Companies Offshore Fund, Ltd. (BVI).
(4)  Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks:
Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock.
/s/ James Mitarotonda, Managing Member of Barington Companies Investors, LLC, its general partner 6/13/05
** 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 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.

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