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*
ELBAUM STEVEN SOLOMON
(Last) (First) (Middle)
C/O THE ALPINE GROUP, INC.
ONE MEADOWLANDS PLAZA, SUITE 801
(Street)
EAST RUTHERFORD NJ 07073
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALPINE GROUP INC /DE/ [ APNI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2005
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 12/16/2005 F 44,706 D $2.55 3,074,306 D
Common Stock 12/16/2005 M 150,000 A $0.76 3,119,012 D
Common Stock 02/27/2004 A 5,000 A $1.5 5,000 I Custodian shares(6)
Common Stock 08/08/1988 A 1,262 A $0 1,262 I Custodian shares(1)
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
Employee Stock Option $0.76 12/16/2005 M 150,000 06/21/2005 06/20/2013 Common Stock 150,000 $0 0 D
Employee Stock Option $0.76 08/10/2004 M 150,000 06/21/2004 06/20/2013 Common Stock 150,000 $0 0 D
Employee Stock Option (right to buy) $0.76 06/20/2003 A 450,000 06/21/2004(2) 06/20/2013 Common Stock 450,000 $0 450,000 D
Series A Cumulative Convertible Preferred Stock $0.55 06/23/2003 P 2,980 11/11/2003(3) 12/21/2009(4) Common Stock 2,059,180 $380 2,980 D
Series A Cumulative Convertible Preferred Stock $0.55 06/23/2003 P 968 11/11/2003(3) 12/21/2009(4) Common Stock 668,888 $380 968 I Interest in Limited Liability Company(5)
Explanation of Responses:
1. Shares owned by Mr. Elbaum's wife as custodian for their minor son. Mr. Elbaum disclaims beneficial ownership of such shares, and this report should not be deemed an admission that Mr. Elbaum is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
2. Grant to Mr. Elbaum of an option to buy shares of the Company's common stock in a transaction exempt under Rule 16b-3. The option vests in three equal annual installments beginning on the first anniversary of the date of grant.
3. Convertible into common stock at any time after the earlier to occur of (y) the consummation of the first public offering to stockholders of the Company of rights to purchase shares of Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") and (z) March 31, 2004, and prior to (i) the date which is 10 days preceding the date fixed for the redemption of the Series A Preferred Stock if there is no default in payment of the change of control redemption price and (ii) December 21, 2009.
4. The Company will redeem 1/12th of the outstanding shares of Series A Preferred Stock on December 31, 2009 and on the last day of every calendar quarter thereafter until all outstanding shares of Series A Preferred Stock have been redeemed.
5. Shares owned by Mr. Elbaum through his interest in certain limited liability companies.
6. Shares owned by Mr. Elbaum as custodian for his minor daughter. Mr. Elbaum disclaims beneficial ownership of such shares, and this report should not be deemed an admission that Mr. Elbaum is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
Remarks:
Grant of restricted stock.
Stewart H. Wahrsager 12/20/2005
** 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.
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