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
FIRST AVENUE NETWORKS INC [ FRNS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2006 | ||||||||||||||||||||||||||
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 | 05/23/2006 | P | 96,400(1) | A | $13.7451 | 8,121,339 | I | See Footnote(2) | ||
Common Stock | 05/23/2006 | P | 380,000(1) | A | $14.1761 | 8,501,339 | I | See Footnote(3) | ||
Common Stock | 05/25/2006 | P | 172,200(1) | A | $13.9808 | 8,673,539 | I | See Footnote(4) |
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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Explanation of Responses: |
1. The filing of this Form 4 shall not be construed as an admission that TCS Capital GP, LLC ("TCS") or Eric Semler, the managing member of TCS is or was for the purposes of Section 16(a) of the Securities Exchange act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock of First Avenue Networks, Inc ("Common Stock") owned by TCS Capital, L.P., TCS Capital II, L.P., TCS Capital Investments, L.P. and TCS Select, L.P. Pursuant to Rule 16a-1, both TCS and Mr. Semler disclaim such beneficial ownership. |
2. TCS holds indirectly 425,486 shares of Common Stock for the account of TCS Capital, L.P., 2,599,803 shares of Common Stock for the account of TCS Capital II, L.P. and 4,926,050 shares of Common Stock for the account of TCS Capital Investments, L.P. (collectively, the "Capital Funds") of which TCS is the general partner. TCS receives an allocation of a portion of net profits from and owns a partnership interest in the Capital Funds. Mr. Semler reports the shares held by the Capital Funds because as manager of TCS at the time of purchase, he controlled the disposition and voting of the securities. Mr. Semler is the manager of TCS Select GP, LLC ("TCS Select"), which holds indirectly 170,000 shares of Common Stock for the account of TCS Select, L.P., of which it serves as the general partner. Mr. Semler reports the shares held by TCS Select, L.P. because as manager of TCS Select at the time of purchase, he controlled the disposition and voting of the securities. |
3. TCS holds indirectly 445,586 shares of Common Stock for the account of TCS Capital, L.P., 2,724,503 shares of Common Stock for the account of TCS Capital II, L.P. and 5,161,250 shares of Common Stock for the account of TCS Capital Investments, L.P. (collectively, the "Capital Funds") of which TCS is the general partner. TCS receives an allocation of a portion of net profits from and owns a partnership interest in the Capital Funds. Mr. Semler reports the shares held by the Capital Funds because as manager of TCS at the time of purchase, he controlled the disposition and voting of the securities. Mr. Semler is the manager of TCS Select GP, LLC ("TCS Select"), which holds indirectly 170,000 shares of Common Stock for the account of TCS Select, L.P., of which it serves as the general partner. Mr. Semler reports the shares held by TCS Select, L.P. because as manager of TCS Select at the time of purchase, he controlled the disposition and voting of the securities. |
4. TCS holds indirectly 454,686 shares of Common Stock for the account of TCS Capital, L.P., 2,781,003 shares of Common Stock for the account of TCS Capital II, L.P. and 5,267,850 shares of Common Stock for the account of TCS Capital Investments, L.P. (collectively, the "Capital Funds") of which TCS is the general partner. TCS receives an allocation of a portion of net profits from and owns a partnership interest in the Capital Funds. Mr. Semler reports the shares held by the Capital Funds because as manager of TCS at the time of purchase, he controlled the disposition and voting of the securities. Mr. Semler is the manager of TCS Select GP, LLC ("TCS Select"), which holds indirectly 170,000 shares of Common Stock for the account of TCS Select, L.P., of which it serves as the general partner. Mr. Semler reports the shares held by TCS Select, L.P. because as manager of TCS Select at the time of purchase, he controlled the disposition and voting of the securities. |
/s/ Eric Semler | 05/25/2006 | |
/s/ Eric Semler, managing member of TCS Capital GP, LLC | 05/25/2006 | |
** 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. |