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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
LEVY MICHAEL

(Last) (First) (Middle)
C/O SILVERSTAR HOLDINGS, LTD.
1900 GLADES ROAD, SUITE 435

(Street)
BOCA RATON FL 33431

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SILVERSTAR HOLDINGS LTD [ SSTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/06/2007
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)
Code V Amount (A) or (D) Price
Class A Common Stock(1) 09/06/2007 P 68,965(2) A $1.45 193,064 D
Class A Common Stock(1) 09/06/2007 C 604,786(3) A $0 797,850 D
Class A Common Stock(1) 12/15/2007 M 10,000 A $0.16 807,850 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock Purchase Warrants (right to buy) $2.1(4) 09/06/2007 P 48,276 03/06/2008 09/06/2012 Class A Common Stock 48,276 $1.45(5) 48,276 D
Class B Common Stock(1) (6) 09/06/2007 C 604,784 (6) (6) Class A Common Stock 48,276 $0 0 D
Options to buy Class A Common Stock $0.16 12/15/2007 M 10,000 12/16/2002 12/15/2007 Class A Common Stock 10,000 $0 60,000 D
Explanation of Responses:
1. Class A Common Stock and Class B Common Stock are substantially identical except that the holders of Class B Common Stock have five votes per share on each matter considered by shareholders of Silverstar Holdings Ltd. (the "Issuer"). Each share of Class B Common Stock is convertible at any time by the holders of the Class B Common Stock into one share of Class A Common Stock and is automatically convertible into one share of Class A Common Stock upon sale of the Class B Common Stock or death of the holder of the Class A Common Stock.
2. On September 6, 2007 the Issuer completed the second part of a two-part sale of units (the "Units") in a private placement transaction (the "Private Placement") pursuant to a purchase agreement, dated July 2, 2007, by and among the Issuer and the purchasers named therein. Each Unit included one share of Class A Common Stock of the Issuer and a warrant to purchase .70 shares of Class A Common Stock of the Issuer. The sale and issuance of the Units was completed in two closings. The first closing was completed on July 5, 2007 and the second closing was completed on September 6, 2007. The Reporting Person purchased Units in the second closing only.
3. Acquired upon conversion of Class B Common Stock, see note (6) below.
4. The exercise price of the warrants are subject to adjustment for certain dilutive issuances of Common Stock or securities exercisable or convertible into Common Stock.
5. The warrants were included in Units purchased from the Issuer in the Private Placement. The purchase price of each Unit was $1.45.
6. In connection with the closing of the Private Placement, the Reporting Person voluntarily converted each share of Class B Common Stock of the Issuer that it owned into one share of Class A Common Stock of the Issuer on September 6, 2007.
/s/ Michael Levy 01/30/2008
** 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.