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^*

Nomura Credit & Capital, Inc.

(Last)

(First)

(Middle)

2 WORLD FINANCIAL CENTER

BUILDING B

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MRU HOLDINGS INC [ UNCL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2006

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	10/26/2006		X		66,500	A	$3.5	66,500	D
Common Stock	10/26/2006		X		133,500	A	$3.5	200,000	D
Common Stock	10/26/2006		S		66,500	D	$4.7⁽¹⁾	133,500	D
Common Stock	10/26/2006		S		133,500	D	$4.7⁽¹⁾	0	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)
Common Stock Warrant (right to buy)	$3.5	10/26/2006		X			133,500⁽²⁾⁽³⁾	02/04/2005	⁽⁴⁾	Common Stock	133,500	$0	5,911,504⁽²⁾⁽³⁾	D
Common Stock Warrant (right to buy)	$3.5	10/26/2006		X			66,500⁽²⁾⁽³⁾	02/04/2005	⁽⁴⁾	Common Stock	66,500	$0	5,845,004⁽²⁾⁽³⁾	D

Explanation of Responses:

1. This per share purchase price, but none of the other material terms of the transaction, was first agreed to by the parties on September 25, 2006, at which time the Common Stock of the Issuer traded under the ticker symbol MHOI.OB.

2. The warrant held by Nomura Credit & Capital, Inc. ("NCCI") was initially exercisable for 6,545,004 shares of Common Stock of the Issuer. On October 19, 2006, NCCI entered into an agreement pursuant to which the warrant was partially exercised with respect to 500,000 shares of Common Stock of the Issuer and which was previously reported on Form 4. On October 26, 2006, NCCI entered into two additional agreements pursuant to which the warrant was partially exercised with respect to an aggregate of 200,000 shares of Common Stock of the Issuer.

3. The warrant remains exercisable for an additional 5,845,004 shares of Common Stock of the Issuer. NCCI holds an additional warrant to purchase 1,454,445 shares of Common Stock of the Issuer, which is exercisable on the earlier of (i) February 5, 2007 and (ii) the occurrence of an Acceleration Event, as such term is defined in Warrant No. 2 dated February 4, 2005 issued to NCCI by the Issuer, which is attached as Exhibit 4.3 to the Issuer's Current Report on Form 8-K dated February 10, 2005.

4. The Expiration Date is the earlier of (i) February 4, 2015 and (ii) thirty (30) days after failure by NCCI to make any advance that it is required to make under the terms of a Credit Agreement entered into by NCCI, the Issuer and various lenders party thereunder.

	Robert Leifer, on behalf of Nomura Credit & Capital, Inc.	10/30/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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