SEC FORM 4

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^*

GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, L.P.

(Last)

(First)

(Middle)

3001 SUMMER ST

(Street)

STAMFORD

06905

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELEPHANT & CASTLE GROUP INC [ PUBSF ]

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)
04/20/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/20/2007⁽¹⁾⁽²⁾		U		3,258,860	D	$0.7982	0	D
Preferred Shares Series A	04/20/2007⁽¹⁾⁽²⁾		U		3,653,972	D	$2.3946	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant for Common Shares (right to buy)	$0.2072⁽³⁾	04/20/2007⁽¹⁾⁽²⁾		U			1,750,000	12/17/2004	12/17/2014	Common Shares	1,750,000	$0.2072⁽³⁾	0	D

Explanation of Responses:

1. The Issuer entered into an Arrangement Agreement with Repechage Investments Limited and Repechage Restaurant Group Ltd. (collectively, the "Purchaser"), dated January 22, 2007 (the "Arrangement Agreement"), pursuant to which the Purchaser purchased all of the outstanding common shares, preferred shares and warrants of the Issuer. In connection with the Arrangement Agreement, the Reporting Person entered into a Support and Indemnification Agreement with the Purchaser, dated January 22, 2007 (the "Support and Indemnification Agreement"). Pursuant to the Support and Indemnification Agreement, the Reporting Person agreed, among other things, to sell all of its common shares, preferred shares series A and warrant to the Purchaser.

2. Pursuant to the Arrangement Agreement and the Support and Indemnification Agreement, on April 20, 2007, the Reporting Person tendered all of its common shares, preferred shares series A and warrant to the Purchaser.

3. Pursuant to the Arrangement Agreement and the Support and Indemnification Agreement, the per share price paid for the warrant was equal to (i) the per share price of the common stock of $0.7982 minus (ii) $0.5910 (i.e., the per share exercise price under the warrant of CDN$0.667 divided by $1.1286 (the Bank of Canada noon exchange on April 19, 2007).

	/s/ Michael M. Pastore, VP of GE Asset Managment Incorporated, General Partner of the Reporting Person	04/24/2007
	** 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 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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