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
PENN TRAFFIC CO [ PTFC.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/13/2007 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Series A Convertible Preferred Stock | $16.12(1) | 12/13/2007 | P | 955.5 | 12/14/2008 | (2) | Common Stock | (3) | $1,000 | 955.5(4) | I | King Street Capital, L.P.(5) | |||
Series A Convertible Preferred Stock | $16.12(1) | 12/13/2007 | P | 2,044.5 | 12/14/2008 | (2) | Common Stock | (3) | $1,000 | 2,044.5(4) | I | King Street Capital Ltd.(5) |
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. The conversion price is subject to adjustment on a weighted-average basis in the event that the Issuer issues additional shares of common stock or common stock equivalents at a purchase price less than the then applicable conversion price, subject to certain exceptions. The conversion price is also subject to adjustment under certain other circumstances set forth in the Certificate of Designations governing the Series A Convertible Preferred Stock. |
2. The Series A Convertible Preferred Stock has no expiration date. However, the Issuer may redeem the Series A Convertible Preferred Stock after December 13, 2009 if the daily closing price per share of its common stock exceeds 130% of $16.12 for 20 consecutive trading days ending on the date before the mailing of a redemption notice. |
3. The number of shares of common stock into which each share of the Series A Convertible Preferred Stock may be converted will be determined by dividing $1,000 (plus any accrued and unpaid dividends as of the date of conversion) by the applicable conversion price. The Series A Convertible Preferred Stock accrue dividends at a rate of 8% per annum. |
4. Each of the reporting persons, including the joint filers, disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of them is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or for any other purpose. |
5. The Series A Convertible Preferred Stock is owned by King Street Capital, L.P. and King Street Capital, Ltd. King Street Capital Management, L.L.C. has been delegated investment advisory responsibilities by King Street Advisors, L.L.C., the general partner of King Street Capital, L.P. and is also the investment manager of King Street Capital, Ltd. O. Francis Biondi, Jr. and Brian Higgins are the managing members of King Street Capital Management, L.L.C. |
Remarks: |
Exhibit List: Exhibit 99 - Joint Filer Information |
/s/ Brian J. Higgins, Managing Member | 12/17/2007 | |
/s/ Brian J. Higgins | 12/17/2007 | |
/s/ O. Francis Biondi, Jr. | 12/17/2007 | |
** 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. |