| 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
MEDIS TECHNOLOGIES LTD [ MDTL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/11/2003 | ||||||||||||||||||||||||||
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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 | 03/11/2003 | X | 209,753 | A | $2.15 | 2,113,485 | I | See footnote(1) | ||
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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 | ||||||||
| Subscription Rights (right to buy) | $2.15 | 02/07/2003 | J(2) | 209,753 | 03/11/2003 | 03/11/2003 | Common Stock | 209,753 | (2) | 209,753 | I | See footnote(1) | |||
| Subscription Rights (right to buy) | $2.15 | 03/11/2003 | X | 209,753 | 03/11/2003 | 03/11/2003 | Common Stock | 209,753 | (2) | 0 | I | See footnote(1) | |||
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. Longview Management Group, LLC ("Longview") manages investment accounts for clients including certain beneficial owners of securities of the Issuer. Longview exercises voting and dispositive control over the securities held by these beneficial owners, and, accordingly, is deemed to beneficially own the shares and warrants reported on this Form 4. As President of Longview, James A. Star is deemed to beneficially own the shares and warrants reported on this Form 4. As the majority equity owner of Longview, the Edward Memorial Trust and its trustee, Geoffrey F. Grossman, are deemed to beneficially own the shares and warrants reported on this Form 4. Except for such deemed beneficial ownership, neither Longview, Mr. Star, the Edward Memorial Trust, nor Mr. Grossman own any securities of the Issuer and each of them disclaim beneficial ownership of such securities. |
| 2. Issued pursuant to Issuer's Rights Offering which expired on March 11, 2003. Pursuant to the Rights Offering, each existing stockholder of the Issuer on February 7, 2003 received, at no charge, 0.110180929 subscription rights for each share of the Issuer's common stock that the stockholder owned on February 7, 2003. One full subscription right entitled the stockholder to purchase one share of the Issuer's common stock at a subscription price of $2.15 per share. |
| /s/ James A. Star, individually and as President of Longview Management Group, LLC | 09/02/2003 | |
| /s/ Geoffrey F. Grossman, individually, and as Trustee of the Edward Memorial Trust | 09/02/2003 | |
| ** 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. | ||