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
Sunway Global Inc. [ SUWG.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/23/2008 | ||||||||||||||||||||||||||
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 ($0.001 par value) | 09/23/2008 | S | 497,599 | D | $2.7553 | 4,734,580 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
Common Stock ($0.001 par value) | 09/23/2008 | S | 12,248 | D | $3.2415 | 4,722,332 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
Common Stock ($0.001 par value) | 09/23/2008 | S | 15,447 | D | $2.9312 | 4,706,885 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
Common Stock ($0.001 par value) | 09/23/2008 | S | 16,831 | D | $3.2439 | 4,690,054 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
Common Stock ($0.001 par value) | 09/23/2008 | S | 54,683 | D | $2.9174 | 4,635,371 | I | By Vision Opportunity Master Fund, Ltd.(1) | ||
Common Stock ($0.001 par value) | 09/23/2008 | P | 497,599 | A | $2.7553 | 497,599 | I | By Vision Capital Advantage Fund, L.P.(2) | ||
Common Stock ($0.001 par value) | 09/23/2008 | P | 12,248 | A | $3.2415 | 509,847 | I | By Vision Capital Advantage Fund, L.P.(2) | ||
Common Stock ($0.001 par value) | 09/23/2008 | P | 15,447 | A | $2.9312 | 525,294 | I | By Vision Capital Advantage Fund, L.P.(2) | ||
Common Stock ($0.001 par value) | 09/23/2008 | P | 16,831 | A | $3.2439 | 542,125 | I | By Vision Capital Advantage Fund, L.P.(2) | ||
Common Stock ($0.001 par value) | 09/23/2008 | P | 54,683 | A | $2.9174 | 596,808 | I | By Vision Capital Advantage Fund, L.P.(2) |
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 B Convertible Preferred Stock | $1.35 | 09/23/2008 | S | 18,307 | (3) | (3) | Common Stock ($0.001 par value) | 549,210 | $87.5211 | 142,187 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
Series A Warrant | $1.76 | 09/23/2008 | S | 549,202 | (4) | 06/05/2012 | Common Stock ($0.001 par value) | 549,202 | $1.4758 | 4,265,613 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
Series B Warrant | $2.3 | 09/23/2008 | S | 274,601 | (4) | 06/05/2012 | Common Stock ($0.001 par value) | 274,601 | $1.0707 | 2,132,806 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
Series C Warrant | $1.94 | 09/23/2008 | S | 497,599 | (4) | 06/05/2012 | Common Stock ($0.001 par value) | 497,599 | $1.2184 | 3,864,817 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
Series D Warrant | $2.53 | 09/23/2008 | S | 248,799 | (4) | 06/05/2012 | Common Stock ($0.001 par value) | 248,799 | $0.7779 | 1,932,409 | I | By Vision Opportunity Master Fund, Ltd.(1) | |||
Series B Convertible Preferred Stock | $1.35 | 09/23/2008 | P | 18,307 | (3) | (3) | Common Stock ($0.001 par value) | 549,210 | $87.5211 | 18,307 | I | By Vision Capital Advantage Fund, L.P.(2) | |||
Series A Warrant | $1.76 | 09/23/2008 | P | 549,202 | (4) | 06/05/2012 | Common Stock ($0.001 par value) | 549,202 | $1.4758 | 549,202 | I | By Vision Capital Advantage Fund, L.P.(2) | |||
Series B Warrant | $2.3 | 09/23/2008 | P | 274,601 | (4) | 06/05/2012 | Common Stock ($0.001 par value) | 274,601 | $1.0707 | 274,601 | I | By Vision Capital Advantage Fund, L.P.(2) | |||
Series C Warrant | $1.94 | 09/23/2008 | P | 497,599 | (4) | 06/05/2012 | Common Stock ($0.001 par value) | 497,599 | $1.2184 | 497,599 | I | By Vision Capital Advantage Fund, L.P.(2) | |||
Series D Warrant | $2.53 | 09/23/2008 | P | 248,799 | (4) | 06/05/2012 | Common Stock ($0.001 par value) | 248,799 | $0.7779 | 248,799 | I | By Vision Capital Advantage Fund, L.P.(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the Managing Member of the Investment Manager and a Director of the Fund. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. |
2. The Investment Manager serves as the investment manager to Vision Capital Advantage Fund, L.P. ("VCAF"), the direct owner of the subject securities. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. |
3. Each share of Series B Convertible Preferred Stock is convertible at any time, at the holder's election, into 30 shares of the Issuer's Common Stock. The Series B Convertible Preferred Stock has no expiration date. Neither the Fund nor VCAF, as the case may be, may acquire shares of Common Stock upon conversion of the Series B Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund, VCAF and their respective affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the Fund or VCAF upon 61 days notice. |
4. This Warrant is exercisable into shares of Common Stock at any time, at the holder's option. Pursuant to the terms of the transaction documents relating to the purchase of the foregoing securities, neither the Fund nor VCAF, as the case may be, may acquire shares of Common Stock upon exercise of this Warrant to the extent that, upon exercise, the number of shares of Common Stock beneficially owned by the Fund, VCAF and their respective affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on exercise can be waived at any time by the Fund or VCAF upon 61 days notice; provided further that this restriction is not applicable within 61 days prior to the expiration date of the Warrant. |
Remarks: |
/s/ Adam Benowitz For himself, as Managing Member of the Investment Manager and as a Director of the Fund. | 09/25/2008 | |
** 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. |