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
Phoenix India Acquisition Corp. [ PXIAU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/05/2006 | ||||||||||||||||||||||||||
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 | 04/05/2006 | M | 21,921 | A | (1) | 122,018 | I | The Aurora Trust(2) | ||
Common Stock | 04/05/2006 | M | 21,921 | A | (1) | 122,018 | I | The Luna Trust(3) | ||
Common Stock | 04/05/2006 | M | 5,494 | A | (1) | 42,604 | I | The Morningstar Trust(3) | ||
Common Stock | 04/05/2006 | M | 5,494 | A | (1) | 42,604 | I | The Sunrise Trust(3) | ||
Common Stock | 04/05/2006 | G | 16,000 | A | $0 | 138,018 | I | The Shekhar Wadekar IRA Rollover(2) | ||
Common Stock | 386,718 | I | By Phoenix India Management LLC(4) | |||||||
Common Stock | 93,750(5) | I | By Phoenix India Management LLC(4) |
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 | ||||||||
Stock Option (Right to Buy) | (1) | 04/05/2006 | M | 21,921 | 03/30/2006 | 05/18/2006 | Common Stock and Warrants | 21,921 | $0 | 10 | I | The Aurora Trust(2) | |||
Stock Option (Right to Buy) | (1) | 04/05/2006 | M | 21,921 | 03/30/2006 | 05/18/2006 | Common Stock and Warrant | 21,921 | $0 | 10 | I | The Luna Trust(3) | |||
Stock Option (Right to Buy) | (1) | 04/05/2006 | M | 5,494 | 03/30/2006 | 05/18/2006 | Common Stock and Warrant | 5,494 | $0 | 0 | I | The Morningstar Trust(3) | |||
Stock Option (Right to Buy) | (1) | 04/05/2006 | M | 5,494 | 03/30/2006 | 05/18/2006 | Common Stock and Warrant | 5,494 | $0 | 0 | I | The Sunrise Trust(3) | |||
Warrant (Right to Buy) | $5 | 04/05/2006 | A | 21,921 | (6) | 03/20/2011 | Common Stock | 21,921 | (1) | 170,358 | I | The Aurora Trust(2) | |||
Warrant (Right to Buy) | $5 | 04/05/2006 | A | 21,921 | (6) | 03/20/2011 | Common Stock | 21,921 | (1) | 170,358 | I | The Luna Trust(3) | |||
Warrant (Right to Buy) | $5 | 04/05/2006 | A | 5,494 | (6) | 03/20/2011 | Common Stock | 5,494 | (1) | 42,604 | I | The Morningstar Trust(3) | |||
Warrant (Right to Buy) | $5 | 04/05/2006 | A | 5,494 | (6) | 03/20/2011 | Common Stock | 5,494 | (1) | 42,604 | I | The Sunrise Trust(3) | |||
Warrant (Right to Buy) | $5 | (6) | 03/30/2011 | Common Stock | 93,750(5) | 93,750(5) | I | By Phoenix India Management Company LLC(4) |
Explanation of Responses: |
1. The reported securities were issued upon the exercise of an option exercisable for units of Phoenix India Acquisition Corp., at an exercise price of $0.016 per unit. Each unit consists of one share of common stock and one warrant to purchase common stock. |
2. The Aurora Trust is a trust established for the benefit of Mr. Wadekar. The Shakhar Wadekar IRA Rollover is a trust established for the benefit of Mr. Wadekar. |
3. Represents securities held by the Morningstar Trust, the Sunrise Trust, or the Luna Trust (collectively, the "Wadekar Family Trusts"). Each of the Morningstar and the Sunrise Trust, are trusts which were established for the benefit of Mr. Wadekar's two daughters and the Luna Trust was established for the benefit of Mr. Wadekar's wife. Mr. Wadekar disclaims beneficial ownership of the securities held by the Wadekar Family Trusts. |
4. Mr. Wadekar is a member of Phoenix India Management Company LLC. Mr. Wadekar has a pecuniary interest in only 96, 680 of the shares, and 23,437 of the units, held by such entity. |
5. The reported securities are included within 93,750 units held by Phoenix India Management Company LLC. Each unit consists of one share of common stock and one warrant to purchase common stock. |
6. The warrants will become exercisable on the later of (i) the completion by the issuer of a business combination with a target company and (ii) 3/30/2007. |
/s/ Shekhar Wadekar | 04/06/2006 | |
** 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. |