-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CvJzzQRrsa1YsXVBkkPDE9+TcqwwpKp5L2djGG/HAEIW689kBhqvnwg7bvX25P1F Qyrzfb2SZXJ9zl9DJYTlmw== 0001181431-09-002055.txt : 20090108 0001181431-09-002055.hdr.sgml : 20090108 20090108164250 ACCESSION NUMBER: 0001181431-09-002055 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090108 DATE AS OF CHANGE: 20090108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JONES PAUL TUDOR II CENTRAL INDEX KEY: 0001270196 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32913 FILM NUMBER: 09516135 MAIL ADDRESS: STREET 1: C/O TUDOR INVESTMENT CORP STREET 2: 1275 KING ST CITY: GREENWICH STATE: CT ZIP: 06831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TUDOR INVESTMENT CORP ET AL CENTRAL INDEX KEY: 0000923093 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32913 FILM NUMBER: 09516136 BUSINESS ADDRESS: STREET 1: 1275 KING STREET STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06831-2936 MAIL ADDRESS: STREET 1: 1275 KING STREET STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06831-2936 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INCENTRA SOLUTIONS, INC. CENTRAL INDEX KEY: 0001025707 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 860793960 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1140 PEARL STREET CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 303-449-8279 MAIL ADDRESS: STREET 1: 1140 PEARL STREET CITY: BOULDER STATE: CO ZIP: 80302 FORMER COMPANY: FORMER CONFORMED NAME: FRONT PORCH DIGITAL INC DATE OF NAME CHANGE: 20000705 FORMER COMPANY: FORMER CONFORMED NAME: EMPIRE COMMUNICATIONS CORP DATE OF NAME CHANGE: 19980327 FORMER COMPANY: FORMER CONFORMED NAME: LITIGATION ECONOMICS INC DATE OF NAME CHANGE: 19961022 4 1 rrd229133.xml INCENTRA - FORM 4 - 01-08-09 X0303 4 2008-12-31 0 0001025707 INCENTRA SOLUTIONS, INC. ICNS 0000923093 TUDOR INVESTMENT CORP ET AL ATTN: STEPHEN N. WALDMAN 1275 KING STREET GREENWICH CT 06831-2936 1 0 1 0 0001270196 JONES PAUL TUDOR II C/O TUDOR INVESTMENT CORPORATION 1275 KING STREET GREENWICH CT 06831-2936 0 0 0 1 Chairman of Tudor Common Stock, par value $0.001 2008-12-31 4 J 0 67574 0.00 D 608221 I See Footnotes Series A Preferred Stock 0.00 2008-12-31 4 J 0 100411 0.00 D 2004-08-18 Common Stock 301233 903994 I See Footnotes The Preferred Stock is convertible into Common Stock at any time upon written notice to Incentra Solutions, Inc. Holders may require the issuer to repurchase their shares of Series A Preferred at any time on or after August 18, 2008. Pursuant to an agreement dated December 31, 2008, by and among Tudor Investment Corporation ("TIC") and others, TIC transacted a split-off of, among other entities, The Raptor Global Portfolio Ltd., a Cayman Islands corporation ("Raptor"), and The Altar Rock Fund L.P., a Delaware limited partnership ("Altar Rock") (such split-off, the "Split-off"). As a result of the Split-off, TIC (i) is no longer the general partner of Altar Rock and (ii) is no longer involved, affiliated or associated with the management or operations of Altar Rock or Raptor, including the provision of investment advisory services. Altar Rock directly owns 473 shares of Common Stock ("Common Shares") and 670 shares of Series A Preferred Stock ("Preferred Shares") (which are convertible to 2,010 Common Shares (see footnote 6)). See Footnote 7 for the remainder of Footnote 2. Common Shares and Preferred Shares were not attributed a separate price in the Split-off. Tudor Ventures II L.P. ("TV II") directly owns the 608,221 Common Shares and 903,994 Preferred Shares reported herein. Because TIC is the investment adviser to TV II, TIC may be deemed to be the beneficial owner of shares owned by TV II. Because Jones is the controlling shareholder of TIC, Jones may be deemed to be the beneficial owner of shares deemed to be beneficially owned by such entity. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities. Jones expressly disclaims such beneficial ownership. TV II directly owns the 608,221 Common Shares and 903,994 Preferred Shares reported herein. Because Tudor Ventures Group L.P. ("TVG LP") is the general partner of TV II, TVG LP may be deemed to be the beneficial owner of shares owned by TV II. Because Tudor Ventures Group LLC ("TVG LLC") is the general partner of TVG LP, TVG LLC may be deemed to be the beneficial owner of shares owned by such entity. Because Jones is the indirect controlling equity holder of TVG LLC, he may be deemed to be the beneficial owner of shares owned by such entity. Each of TIC, Jones, TVG LP and TVG LLC expressly disclaim beneficial ownership of any Common Shares or Preferred Shares that they do not own directly. Each Preferred Share is convertible into 3 Common Shares. Raptor directly owns 67,101 Common Shares and 99,741 Preferred Shares (which are convertible to 299,223 Common Shares (see footnote 6)). Because of the Split-off, securities owned by Altar Rock and Raptor may no longer be deemed to be beneficially owned by TIC or Paul Tudor Jones, II ("Jones"). TUDOR INVESTMENT CORPORATION, by /s/ Stephen N. Waldman, Managing Director 2009-01-08 Paul Tudor Jones II 2009-01-08 -----END PRIVACY-ENHANCED MESSAGE-----