SEC FORM 4

SEC Form 4

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^*

SOLOMON STEVEN B

(Last)

(First)

(Middle)

2100 MCKINNEY AVE

SUITE 1500

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CDSS Wind Down Inc [ CWDW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Former CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/20/2010	08/20/2010	J⁽¹⁾		32,596,067	A	$0.0009	55,547,562⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	⁽¹⁾	08/20/2010		J⁽¹⁾			32,596,067	08/20/2010	⁽¹⁾	Common Stock	55,596,067	⁽¹⁾	23,000,000	D
Convertible Note⁽²⁾	⁽²⁾	08/20/2010		J⁽²⁾			23,000,000	08/20/2010	⁽²⁾	Common Stock	23,000,000	⁽²⁾	0	D
Convertible Promissory Note	$0.05	08/20/2010		J⁽³⁾		3,000,000		08/20/2010	⁽³⁾	Common Stock	3,000,000⁽³⁾	⁽³⁾	3,000,000	D

Explanation of Responses:

1. On August 20, 2010 Mr Solomon exercised his right to convert $29,684 of his convertible note dated August 27, 2008 for 32,596,067 shares of common stock.All share and per share data are post 1 for 3 reverse stock split effective August 18, 2010.

2. On August 20, 2010 Mr. Solomon forgave the remaining balnace of $20,946 of his convertible note dated August 27, 2008. All share and per share data are post 1 for 3 reverse stock split effective August 18, 2010.

3. On August 20, 2020 Mr. Solomon agreed to acquire from the Company a Convertible Promissory Note for $150,000 of which $100,000 was paid upon closing (convertible into 2,000,000 shares of common stock) and $50,000 is payable upon the company meeting certain conditions (convertible into 1,000,000 shares of common stock). All share and per share data are post 1 for 3 reverse stock split effective August 18, 2010.

Remarks:

	Steven B Solomon	08/23/2010
	** 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).
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