SEC Form 4
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*
FRENKEL LEONID

(Last) (First) (Middle)
C/O TRIAGE CAPITAL LF GROUP, LLC
401 CITY AVENUE, SUITE 800

(Street)
BALA CYNWYD PA 19004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VENDINGDATA CORP [ VNX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2005
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)
Code V Amount (A) or (D) Price
Common Stock 04/08/2005 J(1) 422,553 D (1) 0 I Footnote(2)
Common Stock 04/08/2005 J(1) 25,500 D (1) 0 D(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $0.01 04/08/2005 J(1) 422,553 04/08/2006 04/08/2010 Common Stock 422,553 (3) 1 I Footnote(2)
Warrants $0.01 04/08/2005 J(1) 25,500 04/08/2006 04/08/2010 Common Stock 25,500 (3) 1 D(2)
Warrants $2.25 04/08/2005 12/15/2007 Common Stock 300,000 1 I Footnote(2)
Warrants $2.25 04/08/2005 11/21/2008 Common Stock 50,000 1 I Footnote(2)
Warrants $2.25 04/08/2005 06/18/2008 Common Stock 50,000 1 I Footnote(2)
Warrants $2.25 04/08/2005 07/24/2008 Common Stock 50,000 1 I Footnote(2)
Convertible Notes $1.65 04/08/2005 02/15/2008 Common Stock 1,363,638 1 I Footnote(2)
1. Name and Address of Reporting Person*
FRENKEL LEONID

(Last) (First) (Middle)
C/O TRIAGE CAPITAL LF GROUP, LLC
401 CITY AVENUE, SUITE 800

(Street)
BALA CYNWYD PA 19004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TRIAGE CAPITAL LF GROUP, LLC

(Last) (First) (Middle)
401 CITY AVENUE, SUITE 800

(Street)
BALA CYNWYD PA 19004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On April 8, 2005, the Reporting Persons (defined below in footnote 2) entered into a transaction with the Issuer pursuant to which the Reporting Persons exchanged all the Common Shares owned by them in return for Warrants (as further described in footnote 3) to purchase Common Shares of the Issuer.
2. Leonid Frenkel ("Mr. Frenkel") is the managing member of Triage Capital LF Group, LLC, a Delaware limited liability company (together with Mr. Frenkel, the "Reporting Persons") that acts as the general partner to the general partner of both Triage Capital Management L.P. and Triage Capital Management B, L.P., and as the general partner to the investment manager of Triage Offshore Fund, Ltd, all of which are private investment funds in whose accounts portions of the reported securities are held. Mr. Frenkel also acts as the general partner of Periscope Partners L.P., a private investment fund in whose account a portion of the reported securities are held. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. This filing shall not be deemed an admission for Section 16 or otherwise, that the Reporting Persons are the beneficial owner of any of the securities covered by this filing.
3. The Warrants are exercisable as of April 8, 2006 only on the condition that the holder (a Reporting Person or affiliated party) is registered with the Securities and Exchange Commission as an Investment Adviser as of such date.
/s/ Leonid Frenkel 04/08/2005
Triage Capital LF Group, LLC /s/ Leonid Frenkel 04/08/2005
** 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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