sc13g

0000950134-07-003034.txt : 20070213 0000950134-07-003034.hdr.sgml : 20070213 20070213172839 ACCESSION NUMBER: 0000950134-07-003034 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: JEFFREY KESWIN GROUP MEMBERS: LYRICAL OPPORTUNITY PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U S WIRELESS DATA INC CENTRAL INDEX KEY: 0000895716 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841178691 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51455 FILM NUMBER: 07611816 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE, SUITE 2450 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 646-452-6128 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE, SUITE 2450 CITY: NEW YORK STATE: NY ZIP: 10170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lyrical Partners, L.P. CENTRAL INDEX KEY: 0001385013 IRS NUMBER: 200778705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.697.3200 MAIL ADDRESS: STREET 1: 405 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 d43386asc13g.htm SCHEDULE 13G sc13g


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No. )*

U.S. Wireless Data, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

912899507

(CUSIP Number)

February 22, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		912899507


1	NAMES OF REPORTING PERSONS: Jeffrey Keswin

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Cayman Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,000,000

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,000,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	10.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)^*:

	In

^* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		912899507


1	NAMES OF REPORTING PERSONS: Lyrical Opportunity Partners, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,000,000

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,000,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	10.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)^*:

	PN

^* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		912899507


1	NAMES OF REPORTING PERSONS: Lyrical Partners, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Cayman Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,000,000

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,000,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	10.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)^*:

	PN

^* SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Jeffrey Keswin, a United States citizen, Lyrical Partners, L.P., a Delaware limited partnership (“Lyrical”) and Lyrical Opportunity Partners, L.P., a Delaware limited partnership (the “Fund” and together with Lyrical and Jeffrey Keswin, the “Reporting Persons”) , relating to shares of common stock, par value $0.01 per share, and warrants currently convertible in to common stock (the “Warrants” and together with the common stock the “Common Stock”) of U.S. Wireless Data, Inc., a Delaware corporation (the “Issuer”), purchased by the Fund. Lyrical is the investment manager of the Fund. Any Jeffrey Keswin is the manager of Lyrical and directs its investment decisions.

Item 1(a)

Name of Issuer.

U.S. Wireless Data, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices.

2121 Avenue of the Stars, Suite 1650
Los Angeles, CA 90067

Item 2(a)

Name of Person Filing.

Item 2(b)

Address of Principal Business Office.

Item 2(c)

Place of Organization.

		Jeffrey Keswin 405 Park Avenue, 6th Floor New York, NY 10022

		Lyrical Partners, L.P. 405 Park Avenue, 6th Floor New York, NY 10022

		Lyrical Opportunity Partners, L.P. 405 Park Avenue, 6th Floor New York, NY 10022

Lyrical is the investment manager for the Fund and has been granted investment discretion over portfolio investments, including the Common Stock, held by the Fund.

Item 2(d)

Title of Class of Securities.

Common Stock, par value $0.01 per share (the “Common Stock”)

Item 2(e)

CUSIP Number.

912899507

Item 3

Reporting Person.

The person filing is not listed in Items 3(a) through 3(j).

Item 4

Ownership.

	(a)		The Fund is the beneficial owner of 1,000,000 shares of Common Stock (500,000 of which are shares of Common Stock and 500,000 of which are shares of Common Stock issuable upon conversion of the Warrants). Lyrical may be deemed to beneficially own the shares of Common Stock held by the Fund as a result of being the investment manager of the Fund, and Jeffrey Keswin may be deemed to beneficially own the shares of Common Stock held by the Fund as a result of being the manager of Lyrical.

	(b)		The Fund is the beneficial owner of 10.0% of the outstanding shares of Common Stock. This percentages is determined by dividing (i) the number of shares of Common Stock beneficially held by (ii) 9,499,730, the number of shares of Common Stock issued and outstanding as reported in the Issuer’s Form 10-QSB filed with the Securities and Exchange Commission on November 20, 2006, plus 500,000, the number of shares of Common Stock that the Fund has the right to purchase under the Warrants

	(c)		The Fund may direct the vote and disposition of the 1,000,000 shares of Common Stock. Lyrical has been granted investment discretion over the shares of Common Stock held by the Fund. Jeffrey Keswin is the manager of Lyrical and directs its investment decisions.

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

Item 9

Notice of Dissolution of Group.

Inapplicable.

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2007


JEFFREY KESWIN

/s/ Jeffrey Keswin


LYRICAL OPPORTUNITY PARTNERS

By:	Lyrical Opportunity Partners G.P., L.P., its general partner

	By:	Lyrical Corp. II, LLC, its general partner

		By:	/s/ Jeffrey Keswin

		Name:	Jeffrey Keswin
		Title:	Authorized Person

LYRICAL PARTNERS, L.P.

By:	Lyrical Corp. II, LLC, its general partner
	By:	/s/ Jeffrey Keswin

	Name:	Jeffrey Keswin
	Title:	Authorized Person

EX-99.1 2 d43386aexv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of U.S. Wireless Data, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2007.


JEFFREY KESWIN

/s/ Jeffrey Keswin


LYRICAL OPPORTUNITY PARTNERS

By:	Lyrical Opportunity Partners G.P., L.P., its general partner

	By:	Lyrical Corp. II, LLC, its general partner

		By:	/s/ Jeffrey Keswin

		Name:	Jeffrey Keswin
		Title:	Authorized Person

LYRICAL PARTNERS, L.P.

By:	Lyrical Corp. II, LLC, its general partner
	By:	/s/ Jeffrey Keswin

	Name:	Jeffrey Keswin
	Title:	Authorized Person