Endwave Corp - Amended Statement of Changes in Beneficial Ownership (4/A)
January 08 2008 - 12:31PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
*
Wood River Capital Management, L.L.C.
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2. Issuer Name
and
Ticker or Trading Symbol
ENDWAVE CORP
[
ENWV
]
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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)
C/O KAYE SCHOLER LLP***, 425 PARK AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/24/2007
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/27/2007
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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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12/24/2007
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S
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1980071
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D
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$6.83
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0
(1)
(2)
(4)
(5)
(6)
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D
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Common Stock
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12/24/2007
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S
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1600000
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D
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$6.83
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0
(1)
(3)
(4)
(5)
(6)
(7)
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D
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Common Stock
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12/24/2007
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S
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522176
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D
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$6.83
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0
(1)
(3)
(4)
(5)
(6)
(7)
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D
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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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Mr. Steinberg was appointed receiver of Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners, L.P. and Wood River Partners Offshore, Ltd. (collectively, the "Wood River Entities") and certain of their subsidiaries and affiliates pursuant to an order of the United States District Court for the Southern District of New York, dated October 13, 2005, in connection with the action entitled Securities and Exchange Commission v. Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., John Hunting Whittier, Wood River Partners, L.P. and Wood River Partners Offshore, Ltd. Solely in such capacity, and not in his individual capacity, Mr. Steinberg is referred to herein as the "Receiver."
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(
2)
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Shares are held by Wood River Partners, L.P., a Delaware limited partnership. Wood River Associates, L.L.C., a Delaware limited company, is the general partner of Wood River Partners, L.P., and may be deemed to share beneficial ownership of these shares.
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(
3)
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Shares are held by Wood River Partners Offshore, Ltd., a corporation incorporated under the laws of the Cayman Islands. Wood River Capital Management, L.L.C., a Delaware limited liability company, is the investment advisor to Wood River Partners Offshore, Ltd., and may be deemed to share beneficial ownership of these shares.
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(
4)
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The information contained in this Form 4 regarding the shares of common stock of the Issuer beneficially owned by the Wood River Entities and the transactions therein is primary based upon a review of certain brokerage account statements and account information delivered prior to the date hereof to the Receiver by certain brokers for the Receiver, Wood River Entities and other entities.
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(
5)
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The Receiver expressly disclaims knowledge as to the completeness and the accuracy of the information contained in this Form 4 ( including any amendments hereto). The Receiver is in the process of confirming and verifying the facts and circumstances stated in this Form 4, and therefore, all statements made herein are made based upon the Receiver's current information and belief and subject to confirmation, correction, change and future amendment.
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(
6)
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The filing of this Form 4 shall not be construed as an admission that the Receiver is the beneficial owner of any shares of common stock of the Issuer and the Receiver expressly disclaims beneficial ownership or any pecuniary interest in any shares of common stock of the Issuer.
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(
7)
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A Form 4 was filed on December 27, 2007 to reflect the disposition of shares of common stock of the Issuer by the Reporting Persons. The name of Wood River Partners Offshore, Ltd., one of the Reporting Persons, was misstated as "Wood River Partners Ltd." in the Form 4 and this Amendment to Form 4 is being filed to correct such misstatement.
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Remarks:
*** attn: Arthur J. Steinberg, solely in his capacity as Receiver
**** ARTHUR STEINBERG, ESQ., as the receiver of Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners,
L.P. and Wood River Partners Offshore, Ltd., to the extent contemplated by the Order dated October 13, 2005, entered in the Receivership
case in the United States District Court for the Southern District of New York, and not in his individual capacity
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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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Wood River Capital Management, L.L.C.
C/O KAYE SCHOLER LLP***
425 PARK AVENUE
NEW YORK, NY 10022
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X
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WOOD RIVER ASSOCIATES,L.L.C.
C/O KAYE SCHOLER LLP***
425 PARK AVENUE
NEW YORK, NY 10022
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X
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Wood River Partners, L.P.
C/O KAYE SCHOLER LLP***
425 PARK AVENUE
NEW YORK, NY 10022
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X
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Wood River Partners Offshore, Ltd.
C/O KAYE SCHOLER LLP***
425 PARK AVENUE
NEW YORK, NY 10022
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X
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Signatures
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/s/ Arthur J. Steinberg****
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1/7/2008
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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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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.
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