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
PALWEB CORP [ PLWB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/24/2002 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 09/08/2003 | J(1) | 630,000 | A | $1.4286 | 649,000 | I | Yorktown Management & Financial Services, L.L.C. | ||
Common Stock | 01/28/2003 | P(2) | 4,500 | A | $0.67 | 104,500 | I | minor children | ||
Common Stock | 274,592 | D | ||||||||
Common Stock, $.0001 par | 09/08/2003 | C | 4,015,886 | A | $1.4286 | 5,809,688(5) | I | Westgate Capital Company, L.L.C. |
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 | ||||||||
Series 2001 12% Cumulative Convertible Senior Pref Stock | $1.4286 | 01/21/2002 | P | 52,268 | 01/21/2002 | (3) | Common Stock | 365,876 | $10 | 573,698 | I | Westgate Investments Limited Partnership | |||
Common Stock Purchase Warrants(6) | $5 | 01/21/2002 | P | 313,608 | 01/21/2002 | 01/21/2006 | Common Stock | 313,608 | (4) | 3,442,188 | I | Westgate Investments Limited Partnership | |||
Series 2001 12% Cumulative Convertible Senior Pref Stock | $1.4286 | 09/08/2003 | C | 573,698 | (3) | (3) | Common Stock | 4,015,886 | $0 | 0 | D |
Explanation of Responses: |
1. Shares issued in exchange for cancellation of debt owed by the Issuer to the Reporting Person in connection with a loan made to the Issuer by the Reporting Person in the amount of $900,000, using a conversion rate of 1.4285714. |
2. Filer disclaims beneficial interest as shares are held indirectly as custodian for the benefit of minor children. |
3. Not applicable |
4. On January 21, 2002, Westgate Investments Limited Partnership acquired 52,268 shares of the Issuer's Series 2001 12% Cumulative Convertible Senior Preferred Stock (the "2001 Preferred Stock"), and Common Stock Purchase Warrants (the "Warrants") to acquire 313,608 shares of Issuer's common stock for the total purchase price of $522,680. No separate consideration was allocated to the Warrants. |
5. Includes common stock dividends paid on 2001 Preferred Stock. |
6. In connection with the conversion of the 2001 Preferred Stock , all of the Warrants were cancelled. |
Remarks: |
The number and price of shares reported herein have been adjusted to reflect the 1 for 50 reverse split of the Issuer's common stock effective June 25, 2002. |
Warren F. Kruger | 09/10/2003 | |
** 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. |