SEC Info - LC Capital Master Fund Ltd., et al. - ‘4’ for 11/13/07 re: NEON Communications Group, Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LAMPE STEVEN

(Last)

(First)

(Middle)

C/O LAMPE, CONWAY & CO., LLC

680 FIFTH AVENUE, SUITE 1202

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEON Communications Group, Inc. [ NGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/07

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/13/07		J ⁽¹⁾		5,142,111	D	$5.15	0	I ⁽²⁾	See Footnote ⁽²⁾

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)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$0.21	11/13/07		D ⁽¹⁾			5,075	⁽¹⁾	1/1/13	Common Stock	5,075	$4.94	0	D ⁽³⁾
Employee Stock Option	$0.24	11/13/07		D ⁽¹⁾			4,427	⁽¹⁾	1/1/14	Common Stock	4,427	$4.91	0	D ⁽³⁾
Convertible Preferred	⁽⁴⁾	11/13/07		D ⁽¹⁾			452,639	⁽⁴⁾	⁽⁴⁾	Common Stock	462,462	$5.15	0	I ⁽²⁾	See Footnote ⁽²⁾

1. Name and Address of Reporting Person^*

LAMPE STEVEN

(Last)

(First)

(Middle)

C/O LAMPE, CONWAY & CO., LLC

680 FIFTH AVENUE, SUITE 1202

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LC CAPITAL MASTER FUND LTD

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Explanation of Responses:

(1) On November 13, 2007, Raven Acquisition Corporation, a wholly-owned subsidiary of RCN Corporation, was merged (the "Merger") with and into NEON Communications Group, Inc. (the "Company"). Pursuant to the Merger, all of the outstanding shares of common and preferred stock of the Company were cancelled and converted into the right to receive $5.15 per share in cash, without interest (the "Merger Consideration"). In addition, each stock option was cancelled and the holder of such option became entitled to receive the excess, if any, of the per share Merger Consideration over the exercise price of the option (regardless of whether such option is vested and exercisable).

(2) Through LC Capital Master Fund Ltd.

(3) By Steven Lampe personally.

(4) Prior to the Merger each share of convertible preferred stock is convertible into one share of common stock.

	/s/ Steven Lampe by Bonnie Roe as Attorney-in-Fact	11/15/07
	/s/ Richard Conway	11/15/07
	** 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 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).
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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.

____________ Transaction Codes:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
J	Other acquisition or disposition.

LC Capital Master Fund Ltd., et al. – ‘4’ for 11/13/07 re: NEON Communications Group, Inc.

On: Thursday, 11/15/07, at 9:54pm ET · For: 11/13/07 · As: Director and 10% Owner · Accession #: 930413-7-8787 · File #: 1-14168

Previous ‘4’: ‘4/A’ on 11/7/07 for 7/12/07 · Next: ‘4’ on 4/22/08 for 4/18/08 · Latest: ‘4’ on 3/9/20 for 3/5/20

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

LC Capital Master Fund Ltd., et al. – ‘4’ for 11/13/07 re: NEON Communications Group, Inc.

On: Thursday, 11/15/07, at 9:54pm ET · For: 11/13/07 · As: Director and 10% Owner · Accession #: 930413-7-8787 · File #: 1-14168

Previous ‘4’: ‘4/A’ on 11/7/07 for 7/12/07 · Next: ‘4’ on 4/22/08 for 4/18/08 · Latest: ‘4’ on 3/9/20 for 3/5/20

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents