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*
Southpaw Credit Opportunity Master Fund, L.P.

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMPUTER HORIZONS CORP [ CHRZ ]
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)
09/29/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/29/2008 P 20,164 A $0.33 444,701(1)(2) I See Footnote(3)
Common Stock 09/29/2008 P 208,017 A $0.33 3,958,467(1)(2) I See Footnote(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Southpaw Credit Opportunity Master Fund, L.P.

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Southpaw Asset Management LP

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Southpaw Holdings LLC

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wyman Kevin

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Golden Howard

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The filing of this Form 4 shall not be construed as an admission that (i) Southpaw Credit Opportunity Master Fund LP (the "Fund") (ii) Southpaw Asset Management LP ("Southpaw Management") (iii) Southpaw Holdings LLC ("Southpaw Holdings") (iv) Kevin Wyman or (v) Howard Golden is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of shares of common stock (the "Common Stock") of of Computer Horizons Corp., a New York corporation, held by the Fund and certain managed accounts (the "Managed Accounts").
2. Pursuant to Rule 16a-1, the Fund, Southpaw Management, Southpaw Holdings, Mr. Wyman and Mr. Golden disclaims beneficial ownership except to the extent of their respective pecuniary interests.
3. Southpaw Management holds these shares of Common Stock indirectly through the accounts of the Managed Accounts, of which Southpaw Management serves as the investment manager. Southpaw Management receives a performance-based and an asset-based fee for managing the investments of the Managed Accounts. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.
4. The Fund holds these shares of Common Stock for its own account. Southpaw Management serves as the investment manager of the Fund. Southpaw Management receives a performance-based and an asset-based fee for managing the investments of the Fund. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.
/s/ Howard Golden, managing member Southpaw GP, LLC, general partner, Southpaw Credit Opportunity Master Fund LP 10/01/2008
/s/ Howard Golden, managing member, Southpaw Holdings LLC, general partner, Southpaw Asset Management LP 10/01/2008
/s/ Howard Golden, managing member, Southpaw Holdings LLC 10/01/2008
/s/ Kevin Wyman 10/01/2008
/s/ Howard Golden 10/01/2008
** 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.
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