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*
ZEFF DANIEL

(Last) (First) (Middle)
50 CALIFORNIA STREET
SUITE 1500

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRIO TECH INTERNATIONAL [ TRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/13/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/16/2006
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
Common Stock(1) 10/13/2006 S 90(2) D $11.76 170,968 I See footnote(2)
Common Stock(1) 10/13/2006 S 90(2) D $11.77 170,878 I See footnote(2)
Common Stock(1) 10/13/2006 S 30(2) D $11.78 170,848 I See footnote(2)
Common Stock(1) 10/13/2006 S 270(2) D $11.8 170,578 I See footnote(2)
Common Stock(1) 10/13/2006 S 180(2) D $11.81 170,398 I See footnote(2)
Common Stock(1) 10/13/2006 S 60(2) D $11.85 170,338 I See footnote(2)
Common Stock(1) 10/13/2006 S 30(2) D $11.89 170,308 I See footnote(2)
Common Stock(1) 10/13/2006 S 210(3) D $11.41 207,532 I See footnote(3)
Common Stock(1) 10/13/2006 S 350(3) D $11.42 207,182 I See footnote(3)
Common Stock(1) 10/13/2006 S 420(3) D $11.45 206,762 I See footnote(3)
Common Stock(1) 10/13/2006 S 280(3) D $11.5 206,482 I See footnote(3)
Common Stock(1) 10/13/2006 S 70(3) D $11.51 206,412 I See footnote(3)
Common Stock(1) 10/13/2006 S 630(3) D $11.52 205,782 I See footnote(3)
Common Stock(1) 10/13/2006 S 630(3) D $11.55 205,152 I See footnote(3)
Common Stock(1) 10/13/2006 S 420(3) D $11.56 204,732 I See footnote(3)
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
1. Name and Address of Reporting Person*
ZEFF DANIEL

(Last) (First) (Middle)
50 CALIFORNIA STREET
SUITE 1500

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zeff Holding Company, LLC

(Last) (First) (Middle)
50 CALIFORNIA STREET

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zeff Capital Partners I, L.P.

(Last) (First) (Middle)
C/O ZEFF HOLDING COMPANY, LLC
50 CALIFORNIA STREET

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Spectrum Galaxy Fund Ltd.

(Last) (First) (Middle)
50 CALIFORNIA STREET
SUITE 1500

(Street)
SAN FRANCISCO CA 94111

(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. This Amended Form 4 amends and supplements that Form 4 originally filed with the Securities and Exchange Commission on 10/16/06 by Daniel Zeff, an individual ("Zeff"), Spectrum Galaxy Fund Ltd., a company incorporated in the British Virgin Islands ("Spectrum"), Zeff Capital Partners, I, L.P. , a Delaware limited partnership ("Capital"), and Zeff Holding Company, LLC, a Delaware limited liability company ("Holding") (collectively, the "Reporting Persons") related to the common stock (the "Common Stock") of Trio Tech International (the "Company"). This Amendment corrects an inadvertent error that identified the Transaction Code in column 3 for each reported transaction as "P" rather than as "S" and provides a clarifying footnote regarding the Reporting Persons' beneficial ownership of the Common Stock.
2. This transaction was effected through Spectrum. Zeff provides discretionary investment management services to Zeff Capital Offshore Fund, a class of shares of Spectrum. The entire amount of the Issuer's securities held by Spectrum is reported herein. Zeff disclaims, for purposes of Section 16, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein. This report shall not be deemed an admission that Zeff is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Each of Holding and Capital disclaims beneficial ownership of all securities held by Spectrum. As of the end of the Transaction Date reported herein, Zeff also indirectly beneficially owns 200,392 shares of TRT common stock through Capital. Zeff is the sole manager and member of Zeff Holding Company, LLC, which serves as the general partner for Capital.
3. This transaction was effected through Capital. Zeff is the sole manager and member of Holding, which serves as the general partner for Capital. The entire amount of the Issuer's securities held by Capital is reported herein. Each of Zeff and Holding disclaims, for purposes of Section 16, beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein. This report shall not be deemed an admission that any of Zeff or Holding is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Spectrum disclaims beneficial ownership of all Shares held through Capital. As of the end of the Transaction Date reported herein, Zeff also indirectly beneficially owns 170,308 shares of TRT common stock through Spectrum. Zeff provides discretionary investment management services to Zeff Capital Offshore Fund, a class of shares of Spectrum.
Daniel Zeff 11/06/2006
Daniel Zeff for Zeff Capital Partners I, L.P. 11/06/2006
Daniel Zeff for Zeff Holding Company, LLC 11/06/2006
Dion R. Friedland for Spectrum Galaxy Fund Ltd. 11/06/2006
** 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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