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*
Victory Park Capital Advisors, LLC

(Last) (First) (Middle)
227 WEST MONROE STREET
SUITE 3900

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Global Employment Holdings, Inc. [ GEYH ]
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)
07/31/2009
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 07/31/2009 P 506,061 A $0.02 1,785,526 I(1) See Footnote(1)
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
Senior Secured Convertible Notes $4.4(2) 07/31/2009 P 4,995.967 07/31/2009(3) 03/31/2011 Common Stock 1,135,447(2) $500 19,946.73 I(1) See Footnote(1)
Series A Convertible Preferred Stock $4.07(2) 07/31/2009 P 3,750 07/31/2009(3) 03/31/2013 Common Stock 1,186,186(2) $100 10,017.374 I(1) See Footnote(1)
Warrant $6(4) 07/31/2009 P 1 07/31/2009(5) 03/31/2013 Common Stock 300,000(4) $0.01 1 I(1) See Footnote(1)
1. Name and Address of Reporting Person*
Victory Park Capital Advisors, LLC

(Last) (First) (Middle)
227 WEST MONROE STREET
SUITE 3900

(Street)
CHICAGO IL 60606

(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*
Victory Park Master Fund, Ltd.

(Last) (First) (Middle)
C/O WALKERS SPV LIMITED, WALKER HOUSE
87 MARY STREET

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1 9002

(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*
Jacob Capital, L.L.C.

(Last) (First) (Middle)
227 WEST MONROE STREET
SUITE 3900

(Street)
CHICAGO IL 60606

(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*
Levy Richard N

(Last) (First) (Middle)
227 WEST MONROE STREET
SUITE 3900

(Street)
CHICAGO IL 60606

(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. All of the reported securities are owned directly by Victory Park Credit Opportunities Master Fund, Ltd. (the "Fund") and indirectly by (i) Victory Park Capital Advisors, LLC as the investment manager for the Fund, (ii) Jacob Capital, L.L.C., as the manager of Victory Park Capital Advisors, LLC and (iii) Richard Levy, as the sole member of Jacob Capital, L.L.C. Victory Park Capital Advisors, LLC, Jacob Capital, L.L.C. and Richard Levy disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
2. As previously reported, the conversion price and the number of shares of the issuer's common stock issuable upon conversion of Senior Secured Convertible Notes and Series A Convertible Preferred Stock is subject to future adjustment pursuant to the terms of the Senior Secured Convertible Notes and Series A Convertible Preferred Stock, respectively.
3. Acquired on this date by the reporting person, but first convertible under its terms on March 31, 2006.
4. Pursuant to an amendment to this Warrant, dated as of December 26, 2007, the holder is only permitted to exercise this Warrant pursuant to certain cashless exercise provisions. The result of which is that the holder would, upon exercise in full, receive 99,000 shares of Common Stock.
5. Acquired on this date by the reporting person, but first exercisable under its terms on March 31, 2006.
/s/ Richard Levy, Victory Park Credit Opportunities Master Fund, Ltd., Attorney-in-fact 09/25/2009
/s/ Richard Levy, Jacob Capital, L.L.C., Sole Member 09/25/2009
/s/ Richard Levy, Victory Park Capital Advisors, LLC, Jacob Capital, L.L.C., Manager, Sole Member 09/25/2009
/s/ Richard Levy 09/25/2009
** 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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