SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Minella David A. (Last) (First) (Middle) C/O PROSPECT ACQUISITION CORP. 695 EAST MAIN STREET (Street) STAMFORD CT 06901 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/14/2007	3. Issuer Name and Ticker or Trading Symbol Prospect Acquisition Corp [ PAX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 Par Value Per Share	3,762,516(1)	I	By Flat Ridge Investments LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Minella David A. (Last) (First) (Middle) C/O PROSPECT ACQUISITION CORP. 695 EAST MAIN STREET (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Flat Ridge Investments LLC (Last) (First) (Middle) C/O PROSPECT ACQUISITION CORP. 695 EAST MAIN STREET (Street) STAMFORD CT 06901 (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. Of which up to 490,763 shares are subject to repurchase by Prospect Acquisition Corp., at a purchase price of $0.0001 per share, in the event and to the extent that the underwriters do not exercise their over-allotment option.

2. Flat Ridge Investments LLC is the beneficial owner of the common stock. David A. Minella, the Managing Member of Flat Ridge Investments LLC, disclaims beneficial ownership of the common stock except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that David A. Minella is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	/s/ David A. Minella	11/14/2007
	/s/ David A. Minella, Managing Member of Flat Ridge Investments LLC	11/14/2007
	** Signature of Reporting Person	Date
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