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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
9/24/07 Grin Eugene 3 9/13/07 1:7 180 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
Document/Exhibit Description Pages Size
1: 3 Initial Statement of Beneficial Ownership of XML 15K
Securities
| 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, 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
9/13/07 |
3. Issuer Name and Ticker or Trading Symbol
180 Connect Inc. [ CNCT ] |
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| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 ) | |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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|---|---|---|---|---|---|---|---|
| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
|
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1. Name and Address of Reporting Person*
(Street)
|
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1. Name and Address of Reporting Person*
(Street)
|
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1. Name and Address of Reporting Person*
(Street)
|
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1. Name and Address of Reporting Person*
(Street)
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| 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. | ||
| 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. | ||