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^*

BURSTEIN LAWRENCE

(Last)

(First)

(Middle)

C/O UNITY VENTURE CAPITAL ASSOCIATES LTD

245 FIFTH AVENUE SUITE 1500

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Trinity Partners Acquistion CO Inc. [ TPQC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2004

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	08/04/2004		P		15,000	A	⁽¹⁾	15,050	D⁽²⁾

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)
Class W Warrants	$5	08/04/2004		P		37,500		⁽³⁾	07/29/2009	Common Stock	37,500	⁽¹⁾	117,500	D
Class Z Warrants	$5	08/04/2004		P		37,500		⁽³⁾	07/29/2011	Common Stock	37,500	⁽¹⁾	117,500	D
Class W Warrants	$5							⁽³⁾	07/29/2009	Common Stock	90,000		90,000	I	By Unity Venture Capital Associates Ltd.⁽⁴⁾
Class Z Warrants	$5							⁽³⁾	07/29/2011	Common Stock	90,000		90,000	I	By Unity Venture Capital Associates Ltd.⁽⁴⁾

Explanation of Responses:

1. The reporting person purchased 7,500 Series A Units at $10.50 per unit, each unit consisting of two shares of common stock, five Class W warrants and five Class Z warrants.

2. The reporting person disclaims beneficial ownership of 3,000 shares of common stock, 7,500 Class W warrants and 7,500 Class Z warrants, which securities are owned by the reporting person's spouse, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. The warrants are exercisable commencing on the later of (i) July 29, 2005 or (ii) the earlier of (a) the consummation by the Issuer of a merger, capital stock exchange, asset acquisition or other similar business combination or (b) the distribution of the Issuer's trust fund to its Class B common stockholders.

4. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

	Lawrence Burstein	08/04/2004
	** 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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