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*
Koch Terry Martin

(Last) (First) (Middle)
C/O SOUTHEASTERN STAFFING, INC.
3350 BUSCHWOOD PARK DRIVE, #200

(Street)
TAMPA FL 33618

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Global Employment Holdings, Inc. [ GEYH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres. of PEO services seg.
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 12/28/2007 M 785 A $1.64 259,329(1) D
Common Stock 12/28/2007 F 526 D $2.45 258,803(1) D
Common Stock 12/28/2007 M 10,334 A $0.9915 269,137(1) D
Common Stock 12/28/2007 F 4,182 D $2.45 264,955(1) D
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
Options (Right to Buy) $3 02/14/2007(4) 02/13/2017 Common Stock 54,028 54,028 D
Options (Right to Buy) $3 08/16/2008(4) 08/15/2017 Common Stock 39,900 39,900 D
Common Stock Warrants (Right to Buy) $1.8 12/28/2007 D 10,334 09/30/2007 09/30/2014 Common Stock 10,334 $0(3) 0 D
Common Stock Warrants (Right to Buy) $0.9915 12/28/2007 A 10,334 12/28/2007 12/29/2007 Common Stock 10,334 $0(3) 10,334 D
Common Stock Warrants (Right to Buy) $0.9915 12/28/2007 M 10,334 11/28/2007 12/29/2007 Common Stock 10,334 $0 0 D
Common Stock Warrants (Right to Buy) $4.4 12/28/2007 D 785 09/29/2006(2) 03/30/2011 Common Stock 785 $0(5) 0 D
Common Stock Warrants (Right to Buy) $1.64 12/28/2007 A 785 12/28/2007 12/29/2007 Common Stock 785 $0(5) 785 D
Common Stock Warrants (Right to Buy) $1.64 12/28/2007 M 785 12/28/2007 12/29/2007 Common Stock 785 $0 0 D
Explanation of Responses:
1. Includes 93,928 shares of common stock issuable upon exercise of options to purchase common stock, whether or not presently exercisable.
2. Acquired on this date by the reporting person, but first exercisable or convertible, as applicable, under its terms on March 31, 2006.
3. Pursuant to the terms of a Warrant Exercise and Cancellation Agreement dated December 26, 2007 between the issuer and the reporting person, the issuer for no consideration, repriced the warrants by lowering the exercise price, resulting in a deemed disposition of warrants to purchase 10,334 shares of common stock at an exercise price of $1.80 per share and a deemed acquisition of warrants to purchase 10,334 shares of common stock at an exercise price of $0.9915 per share.
4. Options vest in three equal installments beginning on this date.
5. Pursuant to the terms of a Warrant Exercise and Cancellation Agreement dated December 26, 2007 between the issuer and the reporting person, the issuer for no consideration, repriced the warrants by lowering the exercise price, resulting in a deemed disposition of warrants to purchase 785 shares of common stock at an exercise price of $4.40 per share and a deemed acquisition of warrants to purchase 785 shares of common stock at an exercise price of $1.64 per share.
/s/ Jeffrey M. Knetsch, attorney in fact 01/02/2008
** 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).
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