SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
COCONUT PALM CAPITAL INVESTORS I LTD

(Last) (First) (Middle)
595 SOUTH FEDERAL HIGHWAY, SUITE 600

(Street)
BOCA RATON FL 33432

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DEVCON INTERNATIONAL CORP [ DEVC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
Common Stock 04/14/2005 J(1) 19,992 D (2) 1,583,334 D(3)
Common Stock 06/28/2005 J(1) 1,583,334 D $0 0 D(3)
Common Stock 83,333 D(4)
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
Warrants (right to buy) $10 04/14/2005 J(1) 9,996 07/30/2004 07/30/2007 Common Stock 9,996 (2) 1,791,667 D(3)
Warrants (right to buy) $11 04/14/2005 J(1) 4,998 07/30/2004 07/30/2008 Common Stock 4,998 (2) 895,835 D(3)
Warrants (right to buy) $15 04/14/2005 J(1) 4,998 07/30/2004 07/30/2009 Common Stock 4,998 (2) 895,835 D(3)
Warrants (right to buy) $10 06/28/2005 J(1) 1,791,667 07/30/2004 07/30/2007 Common Stock 1,791,667 $0 0 D(3)
Warrants (right to buy) $11 06/28/2005 J(1) 895,835 07/30/2004 07/30/2008 Common Stock 895,835 $0 0 D(3)
Warrants (right to buy) $15 06/28/2005 J(1) 895,835 07/30/2004 07/30/2009 Common Stock 895,835 $0 0 D(3)
Warrants (right to buy) $10 07/30/2004 07/30/2007 Common Stock 41,667 41,667 D(4)
Warrants (right to buy) $11 07/30/2004 07/30/2008 Common Stock 20,833 20,833 D(4)
Warrants (right to buy) $15 07/30/2004 07/30/2009 Common Stock 20,833 20,833 D(4)
Warrants (right to buy) $10 07/30/2004 07/30/2007 Common Stock 675,000 675,000 I(5) See Note(5)
Warrants (right to buy) $11 07/30/2004 07/30/2008 Common Stock 337,500 337,500 I(5) See Note(5)
Warrants (right to buy) $15 07/30/2004 07/30/2009 Common Stock 337,500 337,500 I(5) See Note(5)
1. Name and Address of Reporting Person*
COCONUT PALM CAPITAL INVESTORS I LTD

(Last) (First) (Middle)
595 SOUTH FEDERAL HIGHWAY, SUITE 600

(Street)
BOCA RATON FL 33432

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ferrari Mario

(Last) (First) (Middle)
C/O COCONUT PALM CAPITAL INVESTORS I LTD
595 SOUTH FEDERAL HIGHWAY, SUITE 600

(Street)
BOCA RATON FL 33432

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ROCHON RICHARD C

(Last) (First) (Middle)
C/O COCONUT PALM CAPITAL INVESTORS I LTD
595 SOUTH FEDERAL HIGHWAY, SUITE 600

(Street)
BOCA RATON FL 33432

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
COCONUT PALM CAPITAL INVESTORS I INC

(Last) (First) (Middle)
C/O COCONUT PALM CAPITAL INVESTORS I LTD
595 SOUTH FEDERAL HIGHWAY, SUITE 600

(Street)
BOCA RATON FL 33432

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reported securities were distributed to certain limited partners of Coconut Palm Capital Investors I, Ltd. upon the redemption of their limited partnership interests.
2. The limited partner paid an aggregate amount of $250 to Coconut Palm Capital Investors I, Ltd. for the redemption of its limited partnership interests.
3. Coconut Palm Capital Investors I, Ltd. is the direct owner of the reported securities. Coconut Palm Capital Investors I, Inc., Richard C. Rochon and Mario Ferrari are indirect owners of the reported securities. Each of Messrs. Rochon and Ferrari disclaims beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of Messrs. Rochon and Ferrari are the beneficial owners of such securities for purposes of Section 16.
4. Mr. Rochon received the reported securities upon the redemption of its limited partnership interests in Coconut Palm Capital Investors I, Ltd. Mr. Rochon is the direct owner of the reported securities.
5. Mr. Rochon received the reported securities upon the redemption of its limited partnership interests in Coconut Palm Capital Investors I, Ltd. RPCP Investment LLLP is the direct owner of the reported securities. Mr. Rochon is an indirect owner of the reported securities. Mr. Rochon disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rochon is the beneficial owner of such securities for purposes of Section 16.
Remarks:
Exhibit List: Exhibit 99 - Joint Filer Information
/s/ Coconut Palm Capital Investors I, Inc, its General Partner 06/30/2005
** 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.