| 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
ETELOS, INC. [ ETLO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2008 | ||||||||||||||||||||||||||
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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, no par value per share | 08/01/2008 | S | 2,000 | D | $7 | 3,947,183(1)(2) | I(1)(2)(3)(4) | See footnotes(1)(2)(3)(4) | ||
| Common Stock, no par value per share | 73,333(5) | I(5) | See footnote(5) | |||||||
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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. As of August 1, 2008, Enable Growth Partners, L.P., a Delaware limited partnership ("EGP"), Enable Opportunity Partners, L.P., a Delaware limited partnership ("EOP"), and Pierce Diversified Strategy Master Fund, LLC, a Delaware limited liability company ("Pierce", and together with EOP and EGP, the "Investors"), collectively held (i) 3,947,183 shares of the Common Stock, no par value per share (the "Shares"), of Etelos, Inc. (the "Company"), (ii) warrants (the "Warrants") to purchase 444,444 Shares at an exercise price of $1.80 per share, subject to certain adjustments, (iii) a 6% convertible note ("Note 1") in the aggregate principal amount of $924,000, which is convertible into Shares at a conversion rate of $0.75 per share, (iv) a 6% convertible note ("Note 2") in the aggregate principal amount of $440,000, which is convertible into Shares at a conversion rate of $0.75 per share, |
| 2. (v) a 6% convertible note ("Note 3") in the principal amount of $1,000,000, which is convertible into Shares at a conversion rate of $1.35 per share, and (vi) a 6% convertible note ("Note 4", and together with Note 1, Note 2, and Note 3, the "Notes") in the principal amount of $3,000,000, which is convertible into Shares at a conversion rate of $1.35 per share. Note 3, Note 4, and the Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 4.99% of the Shares then issued and outstanding. |
| 3. Enable Capital Management, LLC is the investment manager and general partner of EOP and EGP. Enable Capital Management, LLC also serves as the investment manager of Pierce. Mitchell S. Levine is the Managing Member of Enable Capital Management, LLC and has voting and investment power over the securities held by the Investors as reported in this Form 4. Thus, for the purposes of Reg. Section 240.13d-3, EGP, EOP, Pierce, Enable Capital Management, LLC and/or Mitchell S. Levine may be deemed to be beneficial owners of more than 10% of the shares. Each of EOP and EGP disclaims beneficial ownership of the securities of the Company held by Pierce, except to the extent of such person's pecuniary interest in Pierce, if any. Each of Pierce and EOP disclaims beneficial ownership of the securities of the Company held by EGP, except to the extent of such person's pecuniary interest in EGP, if any. |
| 4. Each of Pierce and EGP disclaims beneficial ownership of the securities of the Company held by EOP, except to the extent of such person's pecuniary interest in EOP, if any. Each of Enable Capital Management, LLC and Mitchell S. Levine disclaims beneficial ownership of the securities of the Company held by the Investors except to the extent of such person's pecuniary interest in the Investors, if any. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement. |
| 5. Consists of 73,333 Shares held by Mitchell S. Levine in his individual capacity. Each of the Investors and Enable Capital Management, LLC disclaims beneficial ownership of the securities of the Company held by Mitchell S. Levine. |
| By: Mitchell S. Levine /s/ Mitchell S. Levine, Managing Member of Enable Capital Management, LLC | 08/05/2008 | |
| By: Mitchell S. Levine /s/ Mitchell S. Levine, Managing Member of Enable Capital Management, LLC, the general partner of Enable Growth Partners, L.P. | 08/05/2008 | |
| By: Mitchell S. Levine /s/ Mitchell S. Levine, Managing Member of Enable Capital Management, LLC, the general partner of Enable Opportunity Partners, L.P. | 08/05/2008 | |
| By: Mitchell S. Levine /s/ Mitchell S. Levine, Managing Member of Enable Capital Management, LLC, the Manager of Pierce Diversified Strategy Master Fund, LLC | 08/05/2008 | |
| By: Mitchell S. Levine /s/ Mitchell S. Levine | 08/05/2008 | |
| ** 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. | ||