- Statement of Changes in Beneficial Ownership (4)
February 18 2009 - 5:55PM
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
*
Red Oak Partners, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
CLST HOLDINGS, INC.
[
CLHI
]
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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)
145 FOURTH AVENUE, SUITE 15A
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2009
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(Street)
NEW YORK, NY 10003
(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, $0.01 par value
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2/10/2009
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P
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44520
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A
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$0.23
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2459623
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I
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By Pinnacle Fund LLLP
(1)
(3)
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Common Stock, $0.01 par value
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2/10/2009
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P
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167480
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A
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$0.23
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2627103
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I
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By The Red Oak Fund, LP
(2)
(3)
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Common Stock, $0.01 par value
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2/11/2009
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P
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3150
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A
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$0.23
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2630253
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I
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By Pinnacle Fund LLLP
(1)
(3)
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Common Stock, $0.01 par value
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2/11/2009
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P
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11850
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A
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$0.23
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2642103
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I
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By The Red Oak Fund, LP
(2)
(3)
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Common Stock, $0.01 par value
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2/12/2009
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P
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11781
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A
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$0.23
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2653884
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I
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By Pinnacle Fund LLLP
(1)
(3)
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Common Stock, $0.01 par value
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2/12/2009
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P
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167339
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A
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$0.24
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2821223
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I
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By Pinnacle Fund LLLP
(1)
(3)
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Common Stock, $0.01 par value
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2/12/2009
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P
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44319
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A
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$0.23
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2865542
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I
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By The Red Oak Fund, LP
(2)
(3)
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Common Stock, $0.01 par value
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2/12/2009
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P
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629512
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A
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$0.24
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3495054
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I
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By The Red Oak Fund, LP
(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 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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Red Oak Partners LLC (the "General Partner") is a member of both Pinnacle Partners, LLC, the general partner of Pinnacle Fund LLLP ("Pinnacle"), the direct owner of the subject securities, and Pinnacle Capital, LLC, the investment advisor to Pinnacle. David Sandberg is the managing member of the General Partner.
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(
2)
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The General Partner is the general partner of The Red Oak Fund, LP, the direct owner of the subject securities. David Sandberg is the managing member of the General Partner.
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(
3)
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Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and nothing herein shall be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
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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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Red Oak Partners, LLC
145 FOURTH AVENUE
SUITE 15A
NEW YORK, NY 10003
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X
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Sandberg David
145 4TH AVENUE
SUITE 15A
NEW YORK, NY 10003
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X
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Signatures
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David Sandberg, for himself & as Managing Member of Red Oak Partners LLC
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2/18/2009
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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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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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