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
ENDWAVE CORP [ ENWV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2009 | ||||||||||||||||||||||||||
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 | 08/27/2009 | S | 209,125 | D | $3.22 | 1,107,461(1) | I | See Footnote(4) | ||
Common Stock | 08/27/2009 | S | 57,900 | D | $3.02 | 1,049,561(2) | I | See Footnote(5) | ||
Common Stock | 08/27/2009 | S | 19,056 | D | $3 | 1,030,505(3) | I | See Footnote(6) |
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 |
Explanation of Responses: |
1. Represents 621,441 shares held by Potomac Capital Management, LLC, 486,020 shares held by Potomac Capital Management, Inc. |
2. Represents 601,197 shares held by Potomac Capital Management, LLC, 448,364 shares held by Potomac Capital Management, Inc. |
3. Represents 594,541 shares held by Potomac Capital Management, LLC, 435,964 shares held by Potomac Capital Management, Inc. |
4. Potomac Capital International Ltd sold 68,042 shares of common stock, Pleiades Investment Partners R LP sold 67,983 shares of common stock and Potomac Capital Partners, LP sold 73,100 shares of common stock. Potomac Capital Management Inc. is the Investment Manager of Potomac Capital International Ltd and Pleiades Investment Partners R LP. Potomac Capital Management, LLC is the General Partner of Potomac Capital Partners, LP and Mr. Paul J. Solit is the President of Potomac Capital Management Inc. and the Managing Member of Potomac Capital Management, LLC. |
5. Potomac Capital International Ltd sold 18,839 shares of common stock, Pleiades Investment Partners R LP sold 18,817 shares of common stock and Potomac Capital Partners, LP sold 20,244 shares of common stock. Potomac Capital Management Inc. is the Investment Manager of Potomac Capital International Ltd and Pleiades Investment Partners R LP. Potomac Capital Management, LLC is the General Partner of Potomac Capital Partners, LP and Mr. Paul J. Solit is the President of Potomac Capital Management Inc. and the Managing Member of Potomac Capital Management, LLC. |
6. Potomac Capital International Ltd sold 6,200 shares of common stock, Pleiades Investment Partners R LP sold 6,200 shares of common stock and Potomac Capital Partners, LP sold 6,656 shares of common stock. Potomac Capital Management Inc. is the Investment Manager of Potomac Capital International Ltd and Pleiades Investment Partners R LP. Potomac Capital Management, LLC is the General Partner of Potomac Capital Partners, LP and Mr. Paul J. Solit is the President of Potomac Capital Management Inc. and the Managing Member of Potomac Capital Management, LLC. |
/s/ Paul J. Solit | 09/01/2009 | |
** 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. |