SEC FORM 4

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^*

TCG VENTURES LLC

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W., SUITE 220

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SIGHT RESOURCE CORP [ VISN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/17/2003	09/17/2003	S		350,807⁽⁴⁾	D	$0.2⁽⁴⁾	1,012,154⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Put Option (Right to Sell)	⁽⁶⁾⁽⁷⁾	09/17/2003	09/17/2003	X			350,807⁽⁴⁾	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	350,807⁽⁴⁾	$0.2⁽⁴⁾	701,612⁽⁸⁾	I	See foofnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾

Explanation of Responses:

1. TCG Ventures, L.L.C., a Delaware limited liability company ("TCG"), is the general partner of Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership ("CUS"), and is the managing member of Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability company ("CVC").

2. CUS and CVC each is the direct beneficial owner of less than 10% of the outstanding shares of common stock of Sight Resource Corporation (the "Issuer"), in each case on a common stock equivalent basis as of September 17, 2003 after giving effect to convertible and derivative securities that were then currently convertible or exercisable or would become convertible or exercisable within 60 days thereof. CUS and CVC each disclaim beneficial ownership of the Issuer???s securities beneficially owned by each other. In addition, each of CUS and CVC disclaim beneficial ownership of all the Issuer's securities beneficially owned by Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership ("CVP"), and C/S Venture Investors, L.P., a Cayman Islands exempted limited partnership ("C/S"). ...

3. ... TCG Ventures, Ltd., a Cayman Islands corporation ("TCG Ltd."), is the general partner of CVP and C/S. TCG is the sole shareholder of TCG Ltd. TCG disclaims beneficial ownership of the Issuer???s securities directly beneficially owned by CVP and C/S and indirectly beneficially owned by TCG Ltd. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Ryan Schwarz, a director of the Issuer, is a designee to the Board pursuant to rights granted to CUS, CVC, CVP and C/S by the Issuer. Mr. Schwarz is also a non-managing member of CVC. Mr. Schwarz is also a Principal of entities affiliated with CVC, TCG and TCG Ltd.

4. On September 17, 2003, pursuant to the terms of the Put Agreement (as defined in footnote 6/7 below), CUS sold 218,344 shares of Common Stock of the Issuer to the Grantors (as defined in footnote 6/7 below) and CVC sold 132,463 shares of Common Stock of the Issuer to the Grantors. All such shares were sold for $0.20 per share.

5. As of September 17, 2003, following the sale of shares of Common Stock of the Issuer described in footnote 4 above, CUS owned 629,972 shares of Common Stock of the Issuer and CVC owned 382,182 shares of Common Stock of the Issuer.

6. CUS and CVC entered into the Put and Right of First Refusal Agreement dated as of December 31, 2002 (the "Put Agreement"), pursuant to which two affiliates of certain investors in the Issuer granted to CUS and CVC the Put Options (Rights to Sell), representing rights to cause shares of Common Stock of the Issuer held by them to be purchased by such affiliates or their permitted grantor transferees (collectively, the "Grantors"), in the amounts and under the terms and conditions provided in the Put Agreement. The Put Agreement granted CUS the right to sell up to 655,032 shares of Common Stock, and CVC the right to sell up to 397,387 shares of Common Stock, over nine quarters beginning on January 1, 2003, at a purchase price equal to the fair market value of the shares of Common Stock of the Issuer determined as of the last day of each quarter for which the put option has been exercised in accordance with the formula set forth in the Put Agreement, provided, ...

7. ... that the put price cannot (a) exceed $1.00 per share, or (b) be less than $0.20 per share, provided, further, that the put price at which the first 218,344 shares of Common Stock sold by CUS and the first 132,463 shares sold by CVC and purchased by the Grantors during the last five quarters of the put term cannot be less than $0.30 per share. The put term is subject to extension for periods during which a "Standoff" (as defined in the Put Agreement) shall be in effect. In addition, the actual timing of the purchase of the shares of Common Stock put to the Grantors and the number of shares of Common Stock required to be purchased by the Grantors, during any particular quarter and put period, are limited by the terms of the Put Agreement. The Put Agreement has been filed with the Securities and Exchange Commission as Exhibit 3 to Amendment No. 2 to Schedule 13D filed by CUS, CVC, C/S and CVP on January 3, 2003.

8. As of September 17, 2003, following the sale of shares of Common Stock of the Issuer described in footnote 4 above, CUS has the right to sell up to 436,688 shares of Common Stock of the Issuer pursuant to the Put Agreement and CVC has the right to sell up to 264,924 shares of Common Stock of the Issuer pursuant to the Put Agreement.

	/s/ Robert Grady	09/19/2003
	** Signature of Reporting Person	Date
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