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
YOUBET COM INC [ UBET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/24/2005 | ||||||||||||||||||||||||||
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 | 05/24/2005 | M | 1,000,000 | A | $0.64 | 1,897,887 | I | See notes(1)(2) | ||
Common Stock | 05/24/2005 | M | 100,000 | A | $0.5 | 1,897,887 | I | See notes(1)(2) |
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 | ||||||||
Common Stock Option | $0.64 | 02/01/2002 | M | 1,000,000 | 03/27/2003 | 01/31/2012 | Common Stock | 1,000,000 | $0.64 | 100 | D | ||||
Warrant | $0.5 | 03/21/2002 | M | 100,000 | 03/21/2002 | 03/20/2007 | Warrant | 100,000 | $0.5 | 0 | D |
Explanation of Responses: |
1. Consists of (i) 100,000 shares of common stock held by David Marshall, Inc. ("DMI"), (ii) 126,287 shares of common stock held by Mr. Marshall, (iii) 100 shares of common stock issuable upon the exercise of stock options held by Mr. Marshall, and (iv) 1,671,500 shares of common stock held by the David Marshall, Inc. Profit Sharing Trust (the "Trust"), of which 1,100,000 were acquired upon exercise of the option and warrant reported in Table II of this Form 4. DMI transferred 571,500 shares of common stock to the Trust in December 2003. DMI previously transferred the option to purchase one million shares of Youbet common stock and the warrant to purchase 0.1 million shares of Youbet common stock to the Trust. The Trust exercised the option and warrant in full by delivering the aggregate exercise price to Youbet in immediately available funds. |
2. Mr. Marshall is the sole stockholder of DMI and sole trustee of the Trust. Accordingly, Mr. Marshall is deemed to be the beneficial owner of the option and warrant, as well as the shares received upon exercise of the option and warrant, held by the Trust. |
/s/David Marshall | 05/25/2005 | |
** 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. |