| 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
SIPEX CORP [ SIPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/18/2004 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 02/18/2004 | C | 1,600,000(1) | A | $7.5 | 9,749,200(2) | I | Through wholly owned affiliates Rodfre Holding, LLC, and Rodfre Lending, LLC | ||
| Common Stock | 02/18/2004 | C | 3,000,000(3) | A | $3.52(4) | 12,749,200(5) | I | Through Wholly owned subsidiaries Rodfre Lending, LLC and Rodfre Holding, LLC | ||
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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 | ||||||||
| Warrant | $2.9458 | 09/27/2002(7) | J(1) | 0 | 09/27/2003 | 09/26/2005 | Common Stock | 900,000 | $0(6) | 1 | I | Through wholly owned affiliate Rodfre Holding, LLC | |||
| Explanation of Responses: |
| 1. This transaction constitutes the conversion of the $12 Million 5.75% Convertible Secured Note, due 2007 held by Rodfre Lending, LLC |
| 2. 8,149,200 shares are held indirectly, through wholly owned affiliate, Rodfre Holding, LLC. the 1,600,000 shares attributable to the conversion of the aforementioned Convertible Secured Note are held through Rodfre Lending, LLC. |
| 3. This transaction constitutes the conversion of the $10.56 Million 1.5 % Convertible Secured Note, due June 2007 held by Rodfre Lending, LLC |
| 4. Rodfre Lending LLC also paid to the Issuer, above and beyond the conversion price of $3.52 per share of common stock, an additional consideration of $3,000,000 for the vesting of the Conversion Rights under the $10.56 Million 1.5% Convertible Secured Note, and agreed to forgive accrued interest and to forego future interest, pursuant to the Modification Agreement executed as of December 23, 2003, as previously reported on Schedule 13D/A by the Reporting Person. |
| 5. 8,149,200 shares are held indirectly, through wholly owned affiliate, Rodfre Holding, LLC. The 1,600,000 shares attributable to the conversion of the 12 Million 5.75% Convertible Secured Note due 2007 and the 3,000,000 shares attributable to the conversion of the $10,56 Million 1.5% Convertible Secured Note due June 2007 are held through Rodfre Lending, LLC. |
| 6. Warrant was granted as part of the transaction involving the acquisition of the $12 Million 5.75% Convertible Secured Note. |
| 7. Previously reported. |
| Remarks: |
| The transactions reported herein pertain to the conversion of two Convertible Secured Notes, as contemplated in a Modification Agreement dated December 23, 2003. On February 17, 2004, the Federal Trade Commission granted early termination of the waiting period, under the Hart Scott Rodino Act, in connection with the instant transactions. |
| /S/ Guy Lavergne, Attorney | 02/18/2004 | |
| ** 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. | ||