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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
A4S SECURITY, INC. [ SWAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/06/2005 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 12/02/2005 | J(1) | 209,519 | A | (2) | 253,034 | D | |||
Common Stock | 12/02/2005 | J(1) | 6,237(3) | A | (2) | 56,203(3)(4) | I | By Spouse | ||
Common Stock | 12/05/2005 | J(1) | 2,847 | A | (2) | 24,488(4) | I | By Spouse as custodian for child | ||
Common Stock | 12/02/2005 | J(1) | 4,746 | A | (2) | 5,746 | I | By IRA | ||
Common Stock | 12/02/2005 | J(5) | 462,801 | D | (6) | 0(7) | I | By Cambridge Holdings, Ltd. |
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 | ||||||||
Options (right to buy) | $3.5 | (8) | 10/28/2014 | Common Stock | 54,348 | 54,348 | D | ||||||||
Options (right to buy) | $3.5 | (9) | 03/01/2015 | Common Stock | 21,739 | 21,739 | D | ||||||||
Warrant (right to buy) | $18.4 | (10) | 12/31/2006 | Common Stock | 679 | 679 | D | ||||||||
Warrant (right to buy) | $1.66 | (10) | 09/30/2007 | Common Stock | 543 | 543 | D | ||||||||
Warrant (right to buy) | $5.15 | (10) | 06/23/2007 | Common Stock | 2,431 | 2,431 | D | ||||||||
Warrant (right to buy) | $9 | (10) | 07/18/2010 | Common Stock | 1,000 | 1,000 | I | By IRA | |||||||
Warrant (right to buy) | $1.66 | (10) | 09/30/2007 | Common Stock | 272 | 272(4) | I | By Spouse as custodian for child | |||||||
Warrant (right to buy) | $9 | (10) | 07/18/2010 | Common Stock | 5,000 | 5,000(7) | I | By Cambridge Holdings Ltd | |||||||
Warrant (right to buy) | $18.4 | (10) | 12/31/2006 | Common Stock | 1,698 | 1,698(7) | I | By Cambridge Holdings Ltd | |||||||
Warrant (right to buy) | $1.66 | (10) | 09/30/2007 | Common Stock | 5,435 | 5,435(7) | I | By Cambridge Holdings Ltd |
Explanation of Responses: |
1. These shares were acquired as part of a distribution of substantially all of the assets of Cambridge Holdings, Ltd. to its shareholders in connection with the plan of liquidation approved by Cambridge's shareholders. |
2. The shares were acquired on a pro rata basis at the rate of 0.13185 shares of A4S Security, Inc. per Cambridge common share. |
3. This includes 5,235 shares distributed to the reporting person's spouse's IRA. |
4. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
5. The shares were distributed as part of a distribution of substantially all of the assets of Cambridge Holdings, Ltd. to its shareholders in connection with the plan of liquidation approved by Cambridge's shareholders. |
6. The shares were distributed on a pro rata basis at the rate of 0.13185 shares of A4S Security, Inc. per Cambridge common share. |
7. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Mr. Pusey is the president, principal shareholder and a director of Cambridge Holdings, Ltd. |
8. The options are exercisable in one-third annual installments commencing October 29, 2005. |
9. The options are exercisable in one-quarter annual installments commencing March 2, 2005. |
10. The warrants are currently exercisable. |
/s/ Gregory Pusey | 02/03/2006 | |
** 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. |