SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Grin Eugene, et al. – ‘3’ for 9/13/07 re: 180 Connect Inc.

On:  Monday, 9/24/07, at 3:14pm ET   ·   For:  9/13/07   ·   As:  10% Owner and Other   ·   Accession #:  1005477-7-5040   ·   File #:  1-33670

Previous ‘3’:  ‘3’ on 2/2/06 for 12/12/05   ·   Next:  ‘3/A’ on 10/5/07 for 9/13/07   ·   Latest:  ‘3’ on 7/29/13 for 7/18/13

  in   Show  and 
Help... Wildcards:  ? (any letter),  * (many).  Logic:  for Docs:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).    Bottom
 
  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/24/07  Grin Eugene                       3          %Own.,Oth.  1:16K  180 Connect Inc.                  CT EDGAR123/FA
          Grin David
          Valens Capital Management, LLC
          Valens U.S. SPV I, LLC
          Laurus Capital Management LLC
          Laurus Master Fund Ltd

Initial Statement of Beneficial Ownership of Securities   —   Form 3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of        HTML     14K 
                          Securities -- edgar123.xml/2.2                         


This document is an XML File that may be rendered in various formats:

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

 
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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
LAURUS MASTER FUND LTD

(Last) (First) (Middle)
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
9/13/07
3. Issuer Name and Ticker or Trading Symbol
180 Connect Inc. [ CNCT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 Director X 10% Owner
 Officer (give title below) X Other (specify below)
Disclaimed Group
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
X 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 2,908,407 (1) (2) (3) D (1) (2) (3) 
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 Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) 7/2/07 (1) (2) (3) 7/2/12 Common Stock 591,023 (1) (2) (3) 4.35 (1) (2) (3) D (1) (2) (3) 
Common Stock Warrants (right to buy) 7/2/07 (1) (2) (3) 7/2/12 Common Stock 8,977 (1) (2) (3) 4.35 (1) (2) (3) I (1) (2) (3) By Valens U.S. SPV I, LLC (1) (2) (3)
Common Stock Warrants (right to buy) 8/24/07 8/24/12 Common Stock 250,000 4.01 (1) (2) (3) D (1) (2) (3) 
1. Name and Address of Reporting Person*
LAURUS MASTER FUND LTD

(Last) (First) (Middle)
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LAURUS CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
335 MADISON AVENUE, 10TH FLOOR


(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Valens U.S. SPV I, LLC

(Last) (First) (Middle)
335 MADISON AVENUE, 10TH FLOOR


(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Valens Capital Management, LLC

(Last) (First) (Middle)
335 MADISON AVENUE, 10TH FLOOR


(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GRIN DAVID

(Last) (First) (Middle)
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GRIN EUGENE

(Last) (First) (Middle)
C/O LAURUS CAPITAL MANAGEMENT, LLC
335 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
(1)  As of September 13, 2007, Laurus Master Fund, Ltd., a Cayman Islands corporation (the "Fund"), and Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and together with the Fund, the "Investors"), held (i) a warrant (the "July Warrant") to acquire 600,000 shares of the common stock, par value $0.0001 per share (the "Shares"), of 180 Connect Inc., a Delaware corporation (the "Company"), at an exercise price of $4.35 per Share, subject to certain adjustments, (ii) a warrant (the "August Warrant") to acquire 250,000 Shares, at an exercise price of $4.01 per Share, subject to certain adjustments, and (iii) 2,908,407 Shares. The July Warrant contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation").
(2)  The Fund is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens U.S. is managed by Valens Capital Management, LLC, a Delaware limited liability company ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over all securities of the Company held by the Investors. Thus, for the purposes of Reg. Section 240.13d-3, Valens U.S., LCM, VCM, Eugene Grin and David Grin may be deemed to be beneficial owners of more than 10% of the Shares. The Fund disclaims beneficial ownership of the securities reported herein held by Valens U.S., except to the extent of such person's pecuniary interest in Valens U.S., if any. Valens U.S. disclaims beneficial ownership of the securities reported herein held by the Fund, except to the extent of such person's pecuniary interest in the Fund, if any.
(3)  Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities reported herein except to the extent of such person's pecuniary interest in the Investors, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.
 By: /s/ Eugene Grin, Director of Laurus Master Fund, Ltd. 9/19/07
 By: /s/ David Grin, Principal of Laurus Capital Management, LLC 9/19/07
 By: /s/ David Grin, Authorized Signatory of Valens U.S. SPV I, LLC 9/19/07
 By: /s/ Eugene Grin, Authorized Signatory of Valens U.S. SPV I, LLC 9/19/07
 By: /s/ David Grin, Principal of Valens Capital Management, LLC 9/19/07
 By: /s/ Eugene Grin, Principal of Valens Capital Management, LLC 9/19/07
 By: /s/ David Grin 9/19/07
 By: /s/ Eugene Grin 9/19/07
 ** 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.

Top
Filing Submission 0001005477-07-005040   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2017 Fran Finnegan & Company.  All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu, 29 Jun 07:09:58.1 GMT