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
ESSEX CORPORATION [ KEYW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/08/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/09/2004 |
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, no par value | 01/08/2004 | S | 300,000 | D | $8.5 | 864,166 | D(1)(2)(3) | |||
Common Stock, no par value | 749,918 | D(1)(2)(4) | ||||||||
Common Stock, no par value | 864,166 | I(1)(2)(5) | See footnotes for field 6. | |||||||
Common Stock, no par value | 118,200 | D(1)(2)(6) | ||||||||
Common Stock, no par value | 1,614,084 | I(1)(2)(7) | Please see footnotes for Field 6. | |||||||
Common Stock, no par value | 582,472 | D(1)(2)(8) | ||||||||
Common Stock, no par value | 1,732,284 | I(1)(2)(9) | See footnotes for Field 6. | |||||||
Common Stock, no par value | 29,755 | D(1)(2)(10) | ||||||||
Common Stock | 2,314,756 | I(1)(2)(11) | See footnotes for Field 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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. (1) This Form 4 is a joint filing that amends the Form 4 originally filed individually by each of the Reporting Persons on January 9, 2004. This amendment is being filed in order to separately report each Reporting Person's direct and indirect beneficial ownership of the Issuer's securities, to clarify the nature of such ownership and, with respect to GECC (as defined in footnote (6) below), to correctly report the amount of securities beneficially owned. GESTP (as defined in footnote (3) below) is reporting direct beneficial ownership on this Form 4. Each other Reporting Person is reporting both direct and indirect beneficial ownership on this Form 4. |
2. The entities and individual identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individual are members of such group. |
3. The amount of securities shown in this row is owned directly by Global Environment Strategic Technology Partners, LP ("GESTP"). |
4. The amount of securities shown in this row is owned directly by GEF Technology Managers Co., LLC ("GETM"). |
5. The amount of securities shown in this row is owned directly by GESTP. As the general partner to GESTP, GETM may be deemed to be the beneficial owner of the Issuer's securities held by GESTP. GETM disclaims any beneficial ownership of such securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing GETM's pro rata interest in, and interest in the profits of, GESTP. The amount of securities shown in this row is the total amount of securities owned directly by GESTP. GETM does not have a pecuniary interest in all of such securities. |
6. The amount of securities shown in this row is owned directly by Global Environment Capital Company, LLC ("GECC"). |
7. The amount of securities shown in this row is owned directly by GESTP and GETM. As an investment adviser to GESTP and the managing member of GETM, GECC may be deemed to be the beneficial owner of the Issuer's securities held by GESTP and GETM. GECC disclaims any beneficial ownership of such securities for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise. The amount of securities shown in this row is the total amount of securities owned directly by GESTP and GETM, which is greater than the amount of securities in which GECC has a pecuniary interest. |
8. The amount of securities shown in this row is owned directly by GEF Management Corporation ("GEFMC"). |
9. The amount of securities shown in this row is owned directly by GESTP, GETM and GECC. As an investment adviser to GESTP and the investment adviser to GECC, which is the managing member of GETM, GEFMC may be deemed to be the beneficial owner of the Issuer's securities held by GESTP, GETM and GECC. GEFMC disclaims any beneficial ownership of such securities for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise. The amount of securities shown in this row is the total amount of securities owned directly by GESTP, GETM and GECC. GEFMC does not have a pecuniary interest in all of such securities. |
10. The amount of securities shown in this row is owned directly by H. Jeffrey Leonard ("Leonard"). |
11. The amount of securities shown in this row is owned directly by GESTP, GETM, GECC and GEFMC. As the President and a Director of GEFMC, Leonard may be deemed to be the beneficial owner of the Issuer's securities held by GESTP, GETM, GECC and GEFMC. Leonard disclaims any beneficial ownership of such securities for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise. The amount of securities shown in this row is the total amount of securities owned directly by GESTP, GETM, GECC and GEFMC. Leonard does not have a pecuniary interest in all of such securities. |
Katie Vasilescu | 04/08/2004 | |
** 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. |