| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SIPEX CORP [ SIPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/07/2003 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/28/2003 | J(1) | 6,085,000 | D | $0(2) | 6,085,000(3) | I | Through affiliate Rodfre Holdings LLC | ||
| Common Stock | 08/05/2003 | P(4) | 210,000 | A | $5.9 | 210,000(5) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 12,000,000 $ Secured Convertible Note | $7.5 | 07/21/2003 | J(6) | 1 | 09/27/2003 | 09/27/2007 | Common Stock | 1,600,000 | $12,000,000(7) | 1 | I | Through Rodfre Lending LLC | |||
| Warrant | $2.9458 | 07/21/2003 | J(8) | 1 | 09/27/2003 | 09/27/2007 | Common Stock | 900,000 | $12,000,000(9) | 1 | I | Through Rodfre Lending LLC | |||
| Explanation of Responses: |
| 1. Transfer of securities to an affiliate. Effective as of July 28, 2003, Alonim Investments Inc. transferred 6,085,200 shares of the Sipex common stock, to Rodfre Investments Inc., a wholly owned subsidiary of Alonim Investments Inc., in consideration of the issuance of stock of Rodfre Investments Inc. Immediately thereafter, Rodfre Investments Inc. transferred 6,085,200 shares of the Sipex common stock to Rodfre Holdings LLC, a Delaware limited Liability Company, in which Rodfre Investments Inc. is the only member. The transfer was done inconsideration of membership units of Rodfre Holdings LLC. Alonim Investments Inc. thus holds indirectly 6,085,200 shares of the SIPEX common stock, through its affiliate Rodfre Holdings LLC. |
| 2. See Footnote 1 |
| 3. See Footnote 1 |
| 4. This transaction was duly reported in the original Form 4 filed August 7, 2003. |
| 5. Alonim Investments Inc. also indirectly owns 6,085,200 shares of common stock, through its affiliate Rodfre Holdings LLC, as disclosed above. |
| 6. As of July 21, 2003, Alonim Investments Inc. acquired the assets and liabilities of S & F Financial Holdings Inc. further to the dissolution of the latter, including the 5.75% $12,000,000 USD Secured Convertible Note, (the Note), and a Warrant to purchase up to 900,000 shares of the Common Stock of the Issuer (the Warrant)Immediately thereafter, the Note and Warrant were transferred to Rodfre Investments Inc., a wholly owned subsidiary of Alonim Investments Inc., in consideration of stock of Rodfre Investments Inc. valued at 12,000,000 USD$ Immediately after such transfer, the Note and Warrant were transferred to Rodfre Lending LLC, a Delaware limited liability company, whose only member is Rodfre Investments Inc. The Consideration for the transfer is the issuance of 12, 000,000 membership units at $1 USA each. Alonim Investments Inc. is the beneficial owner of the Note and Warrant, through its affiliate Rodfre Lending LLC. |
| 7. The 12,000,000 $ consideration was paid for the Note and the Warrant. |
| 8. See Footnotes 6 and 7 |
| 9. See Footnote 7 |
| Guy Lavergne, Attorney | 08/14/2003 | |
| ** 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. | ||