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
ALLIN CORP [ ALLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
Series H Redeemable Preferred Stock | 05/15/2009 | J | 60 | D | $10,046(1) | 0 | I | By Rosetta Capital Partners L.P.(2) | ||
Series F Convertible Redeemable Preferred Stock | 05/15/2009 | J | 250 | D | $1,049(3) | 0 | I | By Rosetta Capital Partners, L.P. | ||
Series D Redeemable Preferred Stock | 05/15/2009 | J | 72.267 | D | $1,002(4) | 127.733 | D | |||
Series C Convertible Redeemable Preferred Stock | 05/15/2009 | S | 1,764.7059 | D | (5) | 0 | D | |||
Series G Convertible Redeemable Preferred Stock | 05/15/2009 | S | 10 | D | $10,145(6) | 0 | D | |||
Series I Redeemable Preferred Stock | 05/15/2009 | P | 93.4923 | A | (7) | 93.4923 | 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 |
Explanation of Responses: |
1. The reported securities were called for redemption by the issuer at a price equal to their face value of $10,000 per share plus accrued dividends of $46 per share. |
2. The reporting person is the owner and manager of Rosetta Capital Partners L.P. The reporting person disclaims beneficial ownership of all reported securities set forth in this Form 4 report held by Rosetta Capital Partners L.P., except to the extent of his pecuniary interest therein. |
3. The reported securities were called for redemption by the issuer at a price equal to their face value of $1,000 per share plus accrued dividends of $49 per share. |
4. The reported securities were called for partial redemption (0.36 per share) by the issuer at a price equal to their face value of $1,000 per share plus accrued dividends of $2 per share. |
5. The reporting person disposed of 1,764.7056 shares of Series C Redeemable Preferred Stock in exchange for 54.1976 shares of Series I Redeemable Preferred Stock pursuant to an issuer exchange offer. Upon stockholder approval of an increase in authorized shares of common stock, the reporting person will be entitled to receive common stock warrants in connection with the exchange of the Series C Redeemable Preferred Stock. |
6. Pursuant to an issuer exchange offer, the reporting person (i) disposed of 10 shares of Series G Convertible Redeemable Preferred Stock at a price equal to their face value of $10,000 per share plus accrued dividends of $145 per share and (ii) received 39.2947 shares of Series I Preferred Redeemable Stock in exchange for an amount representing an aggregate 25% compounded annual return on the face value of the Series G Convertible Redeemable Preferred Stock. Upon stockholder approval of an increase in authorized shares of common stock, the reporting person will be entitled to receive common stock warrants in connection with the exchange of the Series G Convertible Redeemable Preferred Stock. |
7. See footnotes 5 and 6. |
/s/ Thomas D. Wright | 05/18/2009 | |
** 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. |