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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
PEQUOT CAPITAL MANAGEMENT INC

(Last) (First) (Middle)
500 NYALA FARM ROAD

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANALEX CORP [ NLX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2007
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
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
Stock Option (Right-to-buy)(3) $4.04 03/14/2007 D 10,000(2) (3) 12/09/2013 Common Stock 10,000(2) $0(3) 0(2) I(2) Investment Advisor(1)
Stock Option (Right-to-buy)(3) $3.92 03/14/2007 D 10,000(2) (3) 03/01/2014 Common Stock 10,000(2) $0(3) 0(2) I(2) Investment Advisor(1)
Stock Option (Right-to-buy)(3) $3.89 03/14/2007 D 10,000(2) (3) 02/16/2015 Common Stock 10,000(2) $0(3) 0(2) I(2) Investment Advisor(1)
Stock-Only Stock Appreciation Grant(4) $2.86 03/14/2007 D 10,000(2) (4) 02/21/2016 Common Stock 10,000(2) $0.84(4) 0(2) I(2) Investment Advisor(1)
1. Name and Address of Reporting Person*
PEQUOT CAPITAL MANAGEMENT INC

(Last) (First) (Middle)
500 NYALA FARM ROAD

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1
1. Name and Address of Reporting Person*
POCH GERALD A

(Last) (First) (Middle)
500 NYALA FARM ROAD

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HALE MARTIN M JR

(Last) (First) (Middle)
500 NYALA FARM ROAD

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pequot Capital Management, Inc. ("Pequot") is an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 and has voting and investment power with respect to securities in its clients' accounts. Pequot disclaims any obligation to file this report, and this report shall not be deemed an admission that Pequot is subject to Section 16 with respect to the Issuer of such securities. Gerald A. Poch and Martin M. Hale, Jr. are employees of Pequot and served on the Board of Directors of the Issuer and each disclaim beneficial ownership of these securities except to the extent of their pecuniary interest.
2. Pequot disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Pequot is, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such securities.
3. The Stock Option (Right-to-buy) was cancelled pursuant to the Agreement and Plan of Merger dated January 20, 2007 by and among QinetiQ North America Operations, LLC, Apollo Merger Sub, Inc. and Analex Corporation. The price of the deriviative security represents the different between the exercise price of the option and the $3.70 price per share paid as consideration in the merger.
4. Stock-Only Stock Appreciation Right ("SOSAR") were cancelled pursuant to the Agreement and Plan of Merger dated January 20, 2007 by and among QinetiQ North America Operations, LLC, Apollo Merger Sub Inc. and Analex Corporation. The price of derivative secruity represents the difference between the exercise price of the SOSAR and the $3.70 price per share paid as consideration in the merger.
Aryeh Davis, GC & COO, Pequot Capital Management, Inc. 03/16/2007
Gerald A. Poch, Director (1) 03/16/2007
Martin M. Hale, Jr., Director (1) 03/16/2007
** 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).
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.