| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Homeland Security Capital CORP [ HOMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
| Class A Common Stock ("Common Stock") | 03/03/2010 | S | 34,100 | D | $0.06 | 8,551,236(1)(2)(3)(4) | D(2)(3)(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. YA Global Investments, L.P. ("YA Global") directly own 7,344,986 shares of Common Stock. As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the 7,344,986 shares of Common Stock beneficially owned by YA Global. As the president of Yorkville, the investment manager to YA Global and as the portfolio manager to YA Global, Mark Angelo ("Angelo") may be deemed to beneficially own the 7,344,986 shares of Common Stock beneficially owned by YA Global. Yorkville Bhn S.p.A. ("Yorkville Bhn"), which YA Global is a majority owner and Marco Prete, ("Prete"), as the CEO of Yorkville Bhn, who has trading authority for Yorkville Bhn may be deemed to beneficially own the 7,344,986 shares of Common Stock beneficially owned by YA Global. |
| 2. Yorkville Bhn directly owns 1,200,000 shares of Common Stock. As the CEO of Yorkville Bhn, Prete, who has trading authority for Yorkville Bhn may be deemed to beneficially own the 1,200,000 shares of Common Stock beneficially owned by Yorkville Bhn. As the majority owner of Yorkville Bhn, YA Global may be deemed to beneficially own the 1,200,000 shares of Common Stock beneficially owned by Yorkville Bhn. As the Investment Manager of YA Global, Yorkville may be deemed to beneficially own the 1,200,000 shares of Common Stock beneficially owned by Yorkville Bhn, which YA Global is the majority owner of Yorkville Bhn. As the president of Yorkville, the investment manager of YA Global, and as the portfolio manager to YA Global, Angelo may be deemed to beneficially own the 1,200,000 shares of Common Stock beneficially owned by Yorkville Bhn, which is majority owned by YA Global. |
| 3. Angelo directly owns 6,250 shares of Common Stock. YA Global may be deemed to beneficially own the 6,250 shares of Common Stock beneficially owned by Angelo, as he is the president of Yorkville, the investment manager to YA Global and the portfolio manager to YA Global. Yorkville Advisors may be deemed to beneficially own the 6,250 shares of Common Stock beneficially owned by Angelo, as he is the president of Yorkville. Yorkville Bhn and Prete as the CEO of Yorkville Bhn may be deemed to own the 6,250 shares of Common Stock beneficially owned by Angelo, as Yorkville Bhn is majority owned by YA Global which Angelo is the portfolio manager of and the president of Yorkville, which is the investment manager to YA Global. |
| 4. Except for the 7,344,986 shares of Common Stock and the Derivative Securities beneficially owned by YA Global, the 1,200,000 shares of Common Stock beneficially owned by Yorkville Bhn and the 6,250 shares of Common Stock beneficially owned by Angelo, the other Reporting Persons disclaim beneficial ownership of these securities except to the extent of his or its pecuniary interest, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. |
| /s/ Steven S. Goldstein, Esq., By: Steven S. Goldstein, Esq., Yorkville Advisors, LLC, Its: Chief Compliance Officer, As: Investment Manager, To: Yorkville Advisors, L.P. | 03/05/2010 | |
| /s/ Steven S. Goldstein, Esq., By: Steven S. Goldstein, Esq., Yorkville Advisors, LLC, Its: Chief Compliance Officer | 03/05/2010 | |
| /s/ Mark Angelo, By: Mark Angelo | 03/05/2010 | |
| /s/ Marco Prete, By: Marco Prete, Yorkville Bhn, S.p.A., Its: Chief Executive Officer | 03/05/2010 | |
| /s/ Marco Prete, By: Marco Prete | 03/05/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||