- Statement of Changes in Beneficial Ownership (4)
April 21 2009 - 4:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Trellus Management Company, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
ELITE PHARMACEUTICALS INC /DE/
[
ELI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
350 MADISON AVENUE, 9TH FLOOR,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/3/2009
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ 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. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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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Common Stock
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4/3/2009
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S
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220700
(1)
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D
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$0.17
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28450680
(2)
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I
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See footnote
(3)
(4)
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Common Stock
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4/6/2009
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S
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174252
(5)
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D
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$0.15
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28276428
(6)
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I
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See footnote
(3)
(4)
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Common Stock
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4/8/2009
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S
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393200
(7)
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D
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$0.13
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27883228
(8)
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I
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See footnote
(3)
(4)
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. 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
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7. Title and Amount of Securities Underlying Derivative Security
(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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Explanation of Responses:
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(
1)
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On April 3, 2009, Trellus Partners, L.P., a Delaware limited partnership ("TPLP"), sold short against the box 152,837 shares
of the Issuer's common stock ("Common Stock"); and Trellus Offshore Fund Limited, a Cayman Islands limited liability
company ("TOF") sold 66,233 shares of Common Stock short against the box. Trellus Management Company LLC ("Trellus") and
Adam Usdan indirectly sold an additional 1,630 shares of Common Stock short against the box.
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(
2)
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On April 3, 2009, following the reported transaction, TPLP owned 16,362,830 shares of Common Stock and held
warrants to acquire 3,291,426 shares of Common Stock and TOF owned 7,207,552 shares of Common Stock and held
warrants to acquire 1,377,758 shares of Common Stock. Trellus and Mr. Usdan each beneficially owned the
Common Stock and warrants owned by TPLP and TOF and in addition held indirect beneficial ownership of an
additional 177,235 shares of Common Stock and additional warrants to acquire 33,879 shares of Common Stock.
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(
3)
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Trellus is the investment adviser to TPLP and TOF. Adam Usdan is the controlling principal and chief investment officer of
Trellus. By reason of their investment discretion, Trellus and Mr. Usdan are reported herein as indirect beneficial owners
of the securities held and sold short against the box by TPLP and TOF (as described in footnotes (1), (4) and (5) herein.
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(
4)
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Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary
interest therein.
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(
5)
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On April 6, 2009, TPLP sold 120,672 shares of Common Stock short against the box and TOF sold 52,294 shares of Common Stock
short against the box. Trellus and Mr. Usdan indirectly sold an additional 1,286 shares of Common Stock short against the
box.
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(
6)
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On April 6, 2009, following the reported transaction, TPLP owned 16,242,158 shares of Common Stock and held
warrants to acquire 3,291,426 shares of Common Stock and TOF owned 7,155,258 shares of Common Stock and held
warrants to acquire 1,377,758 shares of Common Stock. Trellus and Mr. Usdan each beneficially owned the
Common Stock and warrants owned by TPLP and TOF and in addition held indirect beneficial ownership of an
additional 175,949 shares of Common Stock and additional warrants to acquire 33,879 shares of Common Stock.
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(
7)
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On April 8, 2009, TPLP sold 272,296 shares of Common Stock short against the box and TOF sold 118,003 shares of Common Stock
short against the box. Trellus and Mr. Usdan indirectly sold an additional 2,901 shares of Common Stock short against the
box.
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(
8)
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On April 8, 2009, following the reported transaction, TPLP owned 15,969,862 shares of Common Stock and held
warrants to acquire 3,291,426 shares of Common Stock and TOF owned 7,037,255 shares of Common Stock and held
warrants to acquire 1,377,758 shares of Common Stock. Trellus and Mr. Usdan each beneficially owned the
Common Stock and warrants owned by TPLP and TOF and in addition held indirect beneficial ownership of an
additional 173,048 shares of Common Stock and additional warrants to acquire 33,879 shares of Common Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Trellus Management Company, LLC
350 MADISON AVENUE, 9TH FLOOR
NEW YORK, NY 10017
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X
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TRELLUS PARTNERS LP
350 MADISON AVENUE, 9TH FLOOR
NEW YORK, NY 10017
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X
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Trellus Offshore Fund Ltd
350 MADISON AVENUE, 9TH FLOOR
NEW YORK, NY 10017
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X
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Usdan Adam
C/O TRELLUS MANAGEMENT COMPANY, LLC
350 MADISON AVENUE, 9TH FLOOR
NEW YORK, NY 10017
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X
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Signatures
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/s/ Anthony G. Miller, Chief Financial Officer of Trellus Management Company, LLC
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4/21/2009
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**
Signature of Reporting Person
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Date
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/s/ Anthony G. Miller, Chief Financial Officer of Trellus Partners, L.P.
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4/21/2009
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**
Signature of Reporting Person
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Date
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/s/ Adam Usdan, Director of Trellus Offshore Fund Limited
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4/21/2009
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**
Signature of Reporting Person
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Date
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/s/ Adam Usdan
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4/21/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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