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
NOVAMERICAN STEEL INC. [ TONS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2008 | ||||||||||||||||||||||||||
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 | 1,172,500 | I | Held through a limited partnership(1) | |||||||
Common Stock | 05/14/2008 | P | 2,200 | A | $2.8 | 446,333 | I | Held by trust(2) | ||
Common Stock | 05/14/2008 | P | 38,317 | A | $2.85 | 484,650 | I | Held by trust(2) | ||
Common Stock | 05/14/2008 | P | 600 | A | $2.86 | 485,250 | I | Held by trust(2) | ||
Common Stock | 05/14/2008 | P | 600 | A | $2.87 | 485,850 | I | Held by trust(2) | ||
Common Stock | 05/14/2008 | P | 100 | A | $2.88 | 485,950 | I | Held by trust(2) | ||
Common Stock | 05/15/2008 | P | 424 | A | $2.85 | 486,374 | I | Held by trust(2) | ||
Common Stock | 05/15/2008 | P | 11,537 | A | $2.95 | 497,911 | I | Held by trust(2) | ||
Common Stock | 05/15/2008 | P | 220,000 | A | $3 | 717,911 | I | Held by trust(2) | ||
Common Stock | 312,500 | I | Held through a limited partnership(3) | |||||||
Common Stock | 625,000 | I | Held by trust(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 | ||||||||
Warrants | $5.5 | 03/07/2008 | 03/07/2011 | Common Stock | 3,222,222 | 3,222,222 | I | Held through a limited partnership(1) | |||||||
Warrants | $5.5 | 03/07/2008 | 03/07/2011 | Common Stock | 125,000 | 125,000 | I | Held by trust(2) | |||||||
Warrants | $5.5 | 03/07/2008 | 03/07/2011 | Common Stock | 53,265(5) | 53,265(5) | I | Held through a limited partnership(5) | |||||||
Warrants | $5.5 | 03/07/2008 | 03/07/2011 | Common Stock | 750,000 | 750,000 | I | Held through a limited partnership(6) | |||||||
Warrants | $5.5 | 03/07/2008 | 06/12/2011 | Common Stock | 787,402 | 787,402 | I | Held through a limited partnership(3) | |||||||
Warrants | $5.5 | 03/07/2008 | 11/15/2011 | Common Stock | 312,500 | 312,500 | I | Held through a limited partnership(3) | |||||||
Warrants | $5.5 | 03/07/2008 | 11/15/2011 | Common Stock | 625,000 | 625,000 | I | Held by trust(4) |
Explanation of Responses: |
1. These securities are held directly by Playford SPAC Portfolio, Ltd. ("Portfolio"), a limited partnership of which Mr. Playford is a 24.8% limited partner and Playford's Grantor Retained Annuity Trust is a 75% limited partner. The remaining 0.2% of the outstanding partnership interest is owned by the general partner of Portfolio, Playford SPAC Management Corp., of which Playford is the sole beneficial and record owner. |
2. These securities are held by Gilbert E. Playford Revocable Trust, a revocable trust, of which the reporting person is the settler and sole trustee. |
3. Represents the reporting person's pecuniary interest in the securities owned by Playford Holding, Ltd., a partnership of which Mr. Playford is the general partner. |
4. Represents the reporting person's pecuniary interest in the Gilbert E. Playford 2007 Charitable Remainder Trust U/A/O 6/12/07, a trust of which the reporting person is trustee. |
5. Represents the reporting person's pecuniary interest in the 500,000 Warrants purchased by Playford Family Limited Partnership. The sole general partner of Playford Family Limited Partnership is Playford Management LLC, of which the reporting person is the sole member. The general partner holds .653% of the outstanding partnership interests. The remainder of the reporting person's pecuniary interest in Playford Family Limited Partnership is held through Gilbert E. Playford Revocable Trust, a revocable trust, of which the reporting person is the settler and sole trustee. Gilbert E. Playford Revocable Trust, a limited partner, holds 10% of the outstanding partnership interests. The remaining outstanding partnership interests (89.347%) are held by two limited partners, each of which is an irrevocable trust he created for his children who are neither members of his household nor supported by him. The reporting person is not a trustee of either irrevocable trust. |
6. The reported securities are held by Playford Grandkids Limited Partnership whose sole general partner and 0.1% owner is Playford Management LLC, of which the reporting person is the sole member. All of the outstanding limited partnership interests of such limited partnership are held by the 2007 Playford Grandkids Gift Trust U/A/D 5/2/07. The reporting person disclaims beneficial ownership of such securities except as to his pecuniary interest therein. |
Remarks: |
/s/ Karen G. Narwold as Attorney-in-Fact for Gilbert E. Playford | 05/15/2008 | |
** 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. |