Vcampus Corp - Statement of Changes in Beneficial Ownership (4)
January 31 2008 - 5:07PM
Edgar (US Regulatory)
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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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OMB APPROVAL
OMB Number:
3235-0287
Expires:
January 31, 2008
Estimated average burden
hours per response...
0.5
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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
*
FINGERHUT BARRY K
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2. Issuer Name
and
Ticker or Trading Symbol
VCAMPUS CORP
[
VCMP
]
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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)
399 PARK AVENUE, 32ND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/25/2008
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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)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ 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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1513742
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D
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Common Stock
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6340
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I
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By Spouse
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Common Stock
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135376
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I
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Footnote
(1)
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Common Stock
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10922
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I
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Footnote
(1)
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Common Stock
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42225
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I
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Footnote
(2)
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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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Series A1 Preferred Stock
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$0.30
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1/25/2008
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J
(9)
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307.5
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1/25/2008
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(8)
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Common Stock
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1025000
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(9)
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1025000
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D
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2004 Series B Senior Secured Convertible Note
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$1.63
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5/18/2004
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4/1/2009
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Common Stock
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76688
(7)
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76688
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D
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Warrant to Buy
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$1.63
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5/18/2004
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3/23/2009
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Common Stock
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76688
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76688
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D
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Warrant to Buy
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$5.00
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5/15/2003
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(5)
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Common Stock
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11475
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11475
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D
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Warrant to Buy
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$2.99
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3/27/2003
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(4)
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Common Stock
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27555
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27555
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D
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Warrant to Buy
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$2.99
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3/27/2003
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(4)
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Common Stock
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9185
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9185
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I
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Footnote
(2)
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Warrant to Buy
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$4.35
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2/6/2003
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(3)
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Common Stock
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9493
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9493
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D
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Warrant to Buy
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$3.85
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6/6/2003
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(6)
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Common Stock
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212059
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212059
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D
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Warrant to Buy
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$3.85
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6/6/2003
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(6)
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Common Stock
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8406
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8406
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I
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Footnote
(2)
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Warrant to Buy
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$3.85
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6/6/2003
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(6)
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Common Stock
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929
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929
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I
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Footnote
(1)
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Warrant to Buy
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$3.85
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6/6/2003
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(6)
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Common Stock
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10928
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10928
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I
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Footnote
(1)
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Explanation of Responses:
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(
1)
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The shares are held by an investment partnership of which the Reporting Person serves as an officer of the General Partner. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
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(
2)
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The shares are held in a joint account with respect to which the Reporting Person has investment and voting power.
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(
3)
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This Warrant will expire at 5:00 p.m. on the earlier of : (i) February 6, 2008, or (ii) fifteen days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive days was a price equal to at least three (3) times the exercise price.
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(
4)
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This Warrant will expire at 5:00 p.m. on the earlier of: (i) March 27, 2008, or (ii) fifteen days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive days was a price equal to at least three (3) times the exercise price.
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(
5)
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This Warrant will expire at 5:00 p.m. on the earlier of : (i) May 15, 2008, or (ii) fifteen days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive days was a price equal to at least three (3) times the exercise price.
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(
6)
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This Warrant will expire at 5:00 p.m. on the earlier of : (i) June 6, 2008, or (ii) fifteen days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive days was a price equal to at least three (3) times the exercise price.
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(
7)
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Consists of a convertible note, of which $125,000 in principal amount was automatically converted into a total of 76,688 shares of common stock at $1.63 per share upon shareholder approval on May 18, 2004. The remaining original principal balance of $125,000 under the note remains convertible into a total of 76,688 shares of common stock at $1.63 per share.
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(
8)
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Not Applicable.
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(
9)
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The consideration for the transfer of these shares was the cancellation of debt owed to the Reporting Person by a business associate in an amount equal to the original purchase price of the shares acquired by the business associate, such amount being $1,000 per share or $307,500 total.
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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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FINGERHUT BARRY K
399 PARK AVENUE, 32ND FLOOR
NEW YORK, NY 10022
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X
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Signatures
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By: /s/ Barry K. Fingerhut
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1/31/2008
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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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