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*
KELLOGG CAPITAL MARKETS, LLC

(Last) (First) (Middle)
55 BROADWAY
4TH FLOOR

(Street)
NEW YORK NY 10006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REMEC INC [ REMC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 2
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2010
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
Common Stock, $,01 Par Value Per Share 01/07/2010 S 3,200,118 D $0.85 0 D
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*
KELLOGG CAPITAL MARKETS, LLC

(Last) (First) (Middle)
55 BROADWAY
4TH FLOOR

(Street)
NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 2
1. Name and Address of Reporting Person*
KELLOGG GROUP, LLC

(Last) (First) (Middle)
55 BROADWAY
4TH FLOOR

(Street)
NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 2
1. Name and Address of Reporting Person*
Kellogg Charles K

(Last) (First) (Middle)
55 BROADWAY
4TH FLOOR

(Street)
NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 2
1. Name and Address of Reporting Person*
Kellogg Lee

(Last) (First) (Middle)
55 BROADWAY
4TH FLOOR

(Street)
NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 2
Explanation of Responses:
Remarks:
(1) This Form 4 is filed jointly by Kellogg Capital Markets, LLC ("Kellogg Capital Markets"), Kellogg Group, LLC ("Kellogg LLC"), Charles K. Kellogg and Lee Kellogg. Prior to the reported transaction, Kellogg LLC, Charles K. Kellogg and Lee Kellogg were deemed to be 10% owners of the Issuer and Kellogg Capital Markets was a 10% owner of the Issuer. The securities reported in this Form 4 were owned directly by Kellogg Capital Markets, indirectly by Kellogg LLC by virtue of it being the sole interest holder of Kellogg Capital Markets, and indirectly by Charles K. Kellogg and Lee Kellogg by virtue of their positions as controlling members of Kellogg LLC. Kellogg LLC, Charles K. Kellogg and Lee Kellogg disclaimed beneficial ownership of the shares owned by Kellogg Capital Markets except to the extent of their pecuniary interests therein. (2) Following the sale of 3,200,118 shares of the Issuer, the reporting persons' beneficial ownership has fallen below 10% to 0% of the Issuer's shares.
KELLOGG CAPITAL MARKETS, LLC, By: /s/ Matthew Brand, Managing Director 01/11/2010
KELLOGG GROUP, LLC, By: /s/ Matthew Brand, Managing Director 01/11/2010
/s/ Charles K. Kellogg 01/11/2010
/s/ Lee Kellogg 01/11/2010
** 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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