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
CAPITAL GROWTH SYSTEMS INC /FL/ [ LWAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/24/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/08/2006 |
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 | 01/19/2007 | P | 1,124,749 | A | $0.45(1) | 1,124,749 | D | |||
COMMON STOCK | 01/19/2007 | P | 1,125,510 | A | $0.45(1) | 2,250,259 | D |
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 | ||||||||
WARRANT | $0.45 | 11/24/2006 | P | 0 | 11/24/2006 | 12/31/2009 | Common | 750,000 | (1) | 750,000 | D | ||||
WARRANT | $0.45 | 11/30/2006 | P | 0 | 11/30/2006 | 12/31/2009 | Common | 750,000 | (1) | 1,500,000 | D | ||||
WARRANT | $0.45 | 01/19/2007 | P | 0 | 01/19/2007 | 12/31/2008 | Common | 1,124,019 | (2) | 1,124,019 | D | ||||
WARRANT | $0.65 | 01/19/2007 | P | 0 | 01/19/2007 | 12/31/2009 | Common | 1,124,019 | (2) | 1,124,019 | D | ||||
WARRANT | $0.45 | 12/11/2006 | P | 0 | 12/11/2006 | 12/31/2009 | Common | 500,000 | (3) | 2,000,000 | D | ||||
WARRANT | $0.45 | 01/19/2007 | P | 0 | 01/19/2007 | 12/31/2009 | Common | 756,411 | (4) | 2,756,411 | D | ||||
WARRANT | $0.45 | 09/08/2006 | P | 0 | 09/08/2006 | 12/31/2011 | Common | 75,114 | (5) | 75,114(6) | D |
Explanation of Responses: |
1. Granted in consideration for funding $500,000 bridge loan for CentrePath, Inc. acquisition. |
2. These Warrants were originally purchased as part of a Unit package with each Unit costing $1,000 for 1 Share of Series AA Preferred Stock and 3 Warrants: (i) one to purchase one-half Series AA Preferred Share at $1,000 per share; (ii) one to purchase one-half Series AA Preferred Share at $1,444 per Share; and (iii) one to purchase 0.09 Series AA Preferred Share at $1,000 per Share. On June 25, 2007, each Series AA Preferred Stock was converted into Common Stock at a conversion rate of 2,222.2 with the increase in the authorized number of Common Stock to 350,000,000. |
3. Granted in consideration for funding $1,000,000 bridge loan for Global Capacity acquisition. |
4. Granted in consideration for funding $504,273.95 term loan; it should be further noted that the term loan is convertible at 20% discount to fair market value of stock, subject to floor of $0.65 an ceiling of $1.25 per Share of Common Stock. |
5. Granted in consideration for funding 20/20 bridge loan. |
6. All Warrants outstanding to purchase Common Stock totaled 5,079,563 as of the date of this filing. |
/s/ Thomas G. Hudson | 07/02/2007 | |
** 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. |