| 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
CLARION TECHNOLOGIES INC/DE/ [ CLAR.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2006 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Series A Convertible Preferred Stock | $1.75(1) | 11/01/2006 | A | 547 | 11/01/2006 | (2) | Common Stock | 312,568 | (3) | 547 | I(4) | See Notes 4, 5(4)(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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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. At any time and from time to time, holders of Series A Preferred Stock can convert such shares into shares of common stock of Clarion Technologies, Inc. by multiplying the number of shares to be converted by $1,000 and dividing that result by the conversion price then in effect, initially $1.75. The conversion price is subject to adjustment as a result of subdivisions or combinations of common stock, reorganizations, reclassifications, consolidations, mergers, sales of all or substantially all of Clarion Technologies, Inc.'s assets, or if Clarion Technologies, Inc., in certain circumstances, issues common stock at below fair market value prices. The holder of the Series A Preferred Stock may also convert accrued and unpaid dividends on such shares into a number of shares of common stock of Clarion Technologies, Inc. computed by dividing the amount of accrued and unpaid dividends by the conversion price then in effect. |
| 2. The Series A Preferred Stock is subject to mandatory redemption on June 30, 2007 and does not have an expiration date. |
| 3. Clarion Technologies, Inc. issued 547 shares of Series A Preferred Stock to William Blair Mezzanine Capital Fund III, L.P. as consideration for a loan made to Clarion Technologies, Inc. |
| 4. William Blair Mezzanine Capital Fund III, LP (the "Fund") owns the shares directly. William Blair Mezzanine Capital Partners III, L.L.C. ("Capital Partners") is the sole general partner of the Fund, and William Blair & Company, L.L.C. ("William Blair") and Wilblairco Associates ("Associates") are each members of the Fund. Timothy J. MacKenzie ("MacKenzie"), Terrance M. Shipp ("Shipp") and Marc J. Walfish ("Walfish") is each an Initial Managing Director of Capital Partners (Capital Partners, William Blair, Associates, MacKenzie, Shipp and Walfish are collectively referred to as the "Indirect Holders"). |
| 5. The Indirect Holders may, pursuant to Rule 16-1(a)(2)(ii)(B), be deemed to beneficially own the Series A Preferred Stock or the common stock issuable upon conversion of the Series A Preferred Stock. Each Indirect Holder disclaims beneficial ownership of such Series A Preferred Stock and common stock, except to the extent of its or his pecuniary interest therein. Each of MacKenzie, Shipp and Walfish may attend board meetings of Clarion Technologies, Inc. as a non-voting observer. |
| William Blair Mezzanine Capital Fund III, LP, by /s/ Matthew O'Meara, Attorney-in-Fact | 11/01/2006 | |
| William Blair Mezzanine Capital Partners III, L.L.C., by /s/ Matthew O'Meara, Attorney-in-Fact | 11/01/2006 | |
| Terrance M. Shipp, by /s/ Matthew O'Meara, Attorney-in-Fact | 11/01/2006 | |
| Timothy J. MacKenzie, by /s/ Matthew O'Meara, Attorney-in-Fact | 11/01/2006 | |
| Marc J. Walfish, by /s/ Matthew O'Meara, Attorney-in-Fact | 11/01/2006 | |
| Wilblairco Associates, by /s/ Matthew O'Meara, Attorney-in-Fact | 11/01/2006 | |
| William Blair & Company, L.L.C., by /s/ Matthew O'Meara, Attorney-in-Fact | 11/01/2006 | |
| ** 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). | ||
| 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. | ||