| 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
AXTIVE CORP [ AXTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2004 | ||||||||||||||||||||||||||
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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, $0.01 par value | 02/26/2004 | 02/26/2004 | C | 381,600 | A | $1 | 381,600(1) | D(2)(3) | ||
| Common Stock, $0.01 par value | 02/26/2004 | 02/26/2004 | P | 325,222 | A | $0.0769 | 706,822 | I | See footnote(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 | ||||||||
| Series A Convertible Preferred Stock, $0.01 par value | $1 | 02/26/2004 | 02/26/2004 | C | 360 | 05/23/2003 | 08/08/1988 | Common Stock, $0.01 par value | 381,600 | $1,000 | 0 | D(5) | |||
| Warrant to Purchase Common Stock | $2 | 02/26/2004 | 02/26/2004 | J | 72,000 | 05/23/2005 | 05/23/2007 | Common Stock, $0.01 par value | 72,000 | $0 | 0 | D(6) | |||
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. All Common Stock numbers, common stock prices, and the Preferred Stock conversion price have been adjusted to reflect the issuer's 1-for-10 reverse stock split effective on December 23, 2003. |
| 2. Reflects the automatic conversion of 360 shares of Preferred Stock directly owned by Beachum Investments, LLC based on the conversion price of $1.00. Conversion was determined by dividing the liquidation price with respect to the Preferred Stock (which is equal to the issuance price of $1,000 per share plus any accrued, but unpaid dividends) by the conversion price. The conversion reflects accrued, but unpaid dividends of $60.00 per share with respect to the 360 shares of Preferred Stock owned by Beachum Investments, LLC. The first reporting person, Beachum Investments, LLC, is the direct owner of these shares of Common Stock. |
| 3. These shares of Common Stock are also indirectly and beneficially owned by IPL Management Company, as sole Manager of Beachum Investments, LLC. W. Robert Dyer, Jr. is President of IPL Management and may be deemed to beneficially own these shares. Therefore, IPL Management and W. Robert Dyer, Jr. are additional reporting persons. Filing of this statement shall not be construed as an admission that IPL Management is beneficial owner of such securities, and IPL Management disclaims beneficial ownership. Filing of this statement shall not be construed as an admission that IPL Management is beneficial owner of such securities, and Mr. Dyer disclaims beneficial ownership, except for 132,500 shares of Common Stock based on ownership interest of W. Robert Dyer, Jr., Trustee, in Beachum Investments, LLC. |
| 4. Reflects the purchase of 325,222 shares of Common Stock directly by W. Robert Dyer, Jr. The exact purchase price per share recorded was $0.07687. These shares are not beneficially owned by Beachum Investments, LLC or IPL Management. |
| 5. See footnote (2) and (3). |
| 6. The warrant, which was issued in connection with the purchase of Preferred Stock, was waived and terminated by Beachum Investments, LLC effective as of February 26, 2004 in connection with the automatic conversion of the Preferred Stock and the issuer's private placement of Common Stock on February 26, 2004. The first reporting person, Beachum Investments, LLC, was the direct owner of this warrant. |
| Beachum Investments, LLC, by IPL Management Company, its Manager, by W. Robert Dyer, Jr., as President | 03/01/2004 | |
| IPL Management Company by W. Robert Dyer, Jr. | 03/01/2004 | |
| W. Robert Dyer, Jr. | 03/01/2004 | |
| ** 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. | ||