| 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
National Investment Managers Inc. [ NTVM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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, par value $0.001 per share | 06/11/2009 | S | 20,342 | D | $0.21 | 2,438,163 | D(1)(4)(5) | |||
| Common Stock, par value $0.001 per share | 06/11/2009 | S | 4,473 | D | $0.21 | 536,195 | D(2)(4)(5) | |||
| Common Stock, par value $0.001 per share | 06/11/2009 | S | 35,185 | D | $0.21 | 4,217,337 | D(3)(4)(5) | |||
| Common Stock, par value $0.001 per share | 06/12/2009 | S | 20,342 | D | $0.2 | 2,417,821 | D(1)(4)(5) | |||
| Common Stock, par value $0.001 per share | 06/12/2009 | S | 4,473 | D | $0.2 | 531,722 | D(2)(4)(5) | |||
| Common Stock, par value $0.001 per share | 06/12/2009 | S | 35,185 | D | $0.2 | 4,182,152 | D(3)(4)(5) | |||
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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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), held 2,438,163 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Delaware corporation (the "Company"), as of June 11, 2009, and held 2,417,821 shares of Common Stock as of June 12, 2009. |
| 2. Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), held 536,195 shares of Common Stock as of June 11, 2009, and held 531,722 shares of Common Stock as of June 12, 2009. |
| 3. Valens Offshore SPV II, Corp., a Delaware corporation ("Valens SPV II" and, collectively with Valens U.S. and Valens SPV I, the "Investors"), held 4,217,337 shares of Common Stock as of June 11, 2009, and held 4,182,152 shares of Common Stock as of June 12, 2009. |
| 4. Each of the Investors is managed by Valens Capital Management, LLC, a Delaware limited liability company ("VCM"). Eugene Grin and David Grin (collectively with VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of VCM and share sole voting and investment power over all securities of the Company held by the Investors. Thus, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Filing Parties may be deemed to beneficially own more than 10% of the shares of Common Stock of the Company deemed issued and outstanding as of the date of the transactions reported on this statement. Each of the Filing Parties is part of a "Disclaimed Group" that files beneficial ownership reports under Section 16(a) of the Exchange Act with respect to securities of the Company. |
| 5. Each of VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors except to the extent of such person's pecuniary interest, if any, in the Investors. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. |
| /s/ Eugene Grin, Eugene Grin, Principal of Valens Capital Management, LLC | 06/15/2009 | |
| /s/ Eugene Grin, Eugene Grin, Principal of Valens Capital Management, LLC, as Investment Manager of Valens U.S. SPV I, LLC | 06/15/2009 | |
| /s/ Eugene Grin, Eugene Grin, Principal of Valens Capital Management, LLC, as Investment Manager of Valens Offshore SPV I, Ltd. | 06/15/2009 | |
| /s/ Eugene Grin, Eugene Grin, Principal of Valens Capital Management, LLC, as Investment Manager of Valens Offshore SPV II, Corp | 06/15/2009 | |
| /s/ David Grin, David Grin | 06/15/2009 | |
| /s/ Eugene Grin, Eugene Grin, | 06/15/2009 | |
| ** 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. | ||