FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/21/2007 |
3. Issuer Name and Ticker or Trading Symbol
U S ENERGY SYSTEMS INC [ USEY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,515,700(1)(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series J Common Stock Purchase Warrants | 02/21/2007 | 02/21/2012 | Common Stock | 575,000(1) | $0.01 | D |
Explanation of Responses: |
1. As of February 21, 2007 (the "Effective Date"), the Reporting Person purchased 1,000,000 shares of Common Stock of the Issuer, for an aggregate purchase price of $5,000,000. As additional consideration, the Reporting Person received Series J Warrants to purchase 575,000 shares of Common Stock of the Issuer, at an exercise price of $0.01 per share. |
2. In addition, as of the Effective Date, the Reporting Person entered into a Loan Agreement with Henry Schneider, pursuant to which the Reporting Person loaned $4,731,388 to Mr. Schneider (the "Loan"). In order to induce the Reporting Person to enter into the Loan Agreement, Mr. Schneider entered into a Pledge Agreement with the Reporting Person, pursuant to which he pledged 1,515,700 shares of his Common Stock of the Issuer (the "Pledged Shares") as collateral security for his obligation to repay the Loan. Pursuant to the Loan Agreement, the Reporting Person has the right to vote the Pledged Shares so long as they are held in escrow under the Pledge Agreement. |
/s/ Joe Nakash | 03/26/2007 | |
** 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 5 (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. |