| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
RUSH FINANCIAL TECHNOLOGIES INC [ RSHF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2005 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/28/2006 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 12/01/2005 | X | 500,000 | A | $0(4) | 11,200,053 | I | Footnote 2(2) | ||
|
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 | ||||||||
| Warrants | $0.21 | 12/01/2005 | X | 500,000(3) | 08/26/2005 | 08/26/2010 | Common Stock | 500,000 | $0(4) | 7,700,053 | I | Footnote 2(2) | |||
| Warrants | $0.22 | 03/09/2006 | P | 1,000,000 | 03/09/2006 | 03/09/2011 | Common Stock | 1,000,000 | $0(1) | 8,700,053 | I | Footnote 2(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. In consideration for the Reporting Persons purchasing a 10% secured promissory note due 09/09/07 for $200,000, the Reporting Persons received 1,000,000 warrants. The Reporting Persons did not furnish additional consideration for the warrants reported herein. |
| 2. The securities reported herein are held in the account of Bonanza Master Fund, Ltd. (the "Master Fund"), a private investment fund. Bonanza Capital, Ltd. ("Bonanza Capital") may be deemed to be a beneficial owner of such securities by virtue of its role as the investment manager of the Master Fund. |
| 3. This Form 4 amendment is being filed by the Reporting Person to report the exercise of warrants on December 1, 2005. The warrants that were received on March 9, 2006 were previously reported by the Reporting Person on a Form 4 filed with the Commission on March 28, 2006. |
| 4. On August 26, 2005, the Reporting Person purchased 3,571,429 shares of Rush Financial Technologies, Inc. (RSHF) at a price of $.21 per share and received 3,571,429 RSHF warrants with an exercise price of $.21 per share. On December 1, 2005, the Reporting Person exercised 500,000 of the 3,571,429 warrants that it received on August 26, 2005. |
| Remarks: |
| (+) Each of the Reporting Persons (each, a "Reporting Person" and collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. The Reporting Persons affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| Bonanza Capital, Ltd.(+) By: /s/ Bernay Box | 05/05/2006 | |
| Bonanza Master Fund, Ltd. (+) By: /s/ Bernay Box | 05/05/2006 | |
| ** 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. | ||