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
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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*
MILLENCO, L.L.C.

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
American Community Newspapers Inc. [ CRB ]
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)
07/24/2007
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, par value $0.0001 per share ("Common Stock") 07/24/2007 P 100 A $4.98 238,200 D(2)
Common Stock 07/24/2007 P 100 A $4.99 238,300 D(2)
Common Stock 07/24/2007 S 153,600 D $5 84,700 D(2)
Common Stock 07/24/2007 S 100 D $5.01 84,600 D(2)
Common Stock 07/24/2007 S 200 D $5.02 84,400 D(2)
Common Stock 07/25/2007 S 20,000 D $4.8504 64,400(1) D(2)
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
warrant (" Warrant") $5(3) 07/02/2007(3) 06/29/2009(3) Common Stock (3) 2,626,800(3) D(2)
1. Name and Address of Reporting Person*
MILLENCO, L.L.C.

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(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*
MILLENNIUM MANAGEMENT, L.L.C.

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
May be deemed as group member.
1. Name and Address of Reporting Person*
ENGLANDER ISRAEL A

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT, L.L.C.
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
May be deemed as group member.
Explanation of Responses:
1. As of the date hereof, Millenco, L.L.C., a Delaware limited liability company ("Millenco") (formerly known as Millenco, L.P.) beneficially owns an aggregate of 64,400 shares of common stock, par value $0.0001 per share ("Common Stock"), 4,000 of which are a constituent part of the 4,000 units ("Units") held by Millenco. Each Unit consists of one share of Common Stock and two warrants ("Warrants").
2. Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco.
3. As of the date hereof, Millenco is the beneficial owner of an aggregate of 2,626,800 Warrants, 8,000 of which are a constituent part of the 4,000 Units held by Millenco. Each Warrant, which became exercisable upon the Issuer's completion of its acquisition of American Community Newspapers LLC on July 2, 2007, entitles the holder to purchase one share of the Issuer's Common Stock at a price of $5.00 per share. The Warrants will expire on June 29, 2009, or earlier upon redemption.
Remarks:
*Millenco, L.L.C.
* Mark Meskin, Chief Executive Officer 07/25/2007
** 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).
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