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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| POSNER HENRY JR |
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2. Issuer Name and Ticker or Trading Symbol
ALLIN CORP [ALLN]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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381 MANSFIELD AVENUE, SUITE 500 |
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2009 |
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PITTSBURGH, PA 15220 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Series H Redeemable Preferred Stock | 05/15/2009 |
| J |
| 180 | D |
$10,046 (1) |
0
| D |
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| Series F Convertible Redeemable Preferred Stock | 05/15/2009 |
| J |
| 675 | D |
$1,049 (2) |
0
| D |
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| Series D Convertible Redeemable Preferred Stock | 05/15/2009 |
| J |
| 542.002 | D |
$1,002 (3) | 957.998 | D |
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| Series C Redeemable Preferred Stock | 05/15/2009 |
| S |
| 7,647.0588 | D | (4) |
0
| D |
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| Series G Convertible Redeemable Preferred Stock | 05/15/2009 |
| S |
| 113 | D |
$10,145 (5) |
0
| D |
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| Series I Redeemable Preferred Stock | 05/15/2009 |
| P |
| 678.8868 | A | (6) | 678.8868 | D |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
POSNER HENRY JR
381 MANSFIELD AVENUE, SUITE 500
PITTSBURGH, PA 15220 |
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X
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Signatures
| /s/ Henry Posner, Jr. | |
05/18/2009 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | The reported securities were called for redemption by the issuer at a price equal to their face value of $10,000 per share plus accrued dividends of $46 per share. |
| (2) | The reported securities were called for redemption by the issuer at a price equal to their face value of $1,000 per share plus accrued divdends of $49 per share. |
| (3) | The reported securities were called for partial redemption (0.36 per share) by the issuer at a price equal to their face value of $1,000 per share plus accrued dividends of $2 per share. |
| (4) | The reporting person disposed of 7,647.0588 shares of Series C Redeemable Preferred Stock in exchnage for 234.8565 shares of Series I Redeemable Preferred Stock. Upon stockholder approval of an increase in authorized shares of common stock, the reporting person will be entitled to receive common stock warrants in connection with the exchange of the Series C Redeemable Preferred Stock. |
| (5) | Pursuant to an issuer exchange offer, the reporting person (i) disposed of 113 shares of Series G Convertible Redeemable Preferred Stock at a price equal to their face value of $10,000 per share plus accrued dividends of $145 per share and (ii) received 444.0303 shares of Series I Redeemable Preferred Stock in exchnage for an amount representing an aggregate 25% compounded annual return on the face value of the Series G Preferred Stock. Upon stockholder approval of an increase in authorized shares of common stock, the reporting person will be entitled to receive common stock warrants in connection with the exchange of the Series G Convertible Redeemable Preferred Stock. |
| (6) | See footnotes 4 and 5. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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