FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/29/2007 |
3. Issuer Name and Ticker or Trading Symbol
ATS CORP [ ATCT.OB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, $0.0001 par value ("Common Stock") | 3,375,000 | I | See FN(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Ardsley Partners Renewable Energy Fund, L.P. ("Ardsley Energy"), Ardsley Partners Fund II, L.P. ("Ardsley II") and Ardsley Partners Institutional Fund, L.P. ("Ardsley Institutional") are each a Delaware limited partnership located at c/o Ardsley Partners I, 262 Harbor Drive, Stamford, Ct. 06902. Ardsley Energy directly holds immediately exercisable warrants for 375,500 shares of Common Stock, Ardsley II directly holds immediately exercisable warrants for 1,245,600 shares of Common Stock and Ardsley Institutional directly holds immediately exercisable warrants for 769,000 shares of Common Stock, Ardsley Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), directly holds immediately exercisable warrants for 951,500 shares of Common Stock, and Marion Lynton ('Lynton") holds immediately exercisable warrants for 33,900 shares of Common Stock. |
2. Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to, and has investment discretion over the securities held by Ardsley Offshore and the Lynton Account, and serves as investment adviser to Ardsley Energy, Ardsley II, Ardsley Institutional. Phillip J. Hempleman and Ardsley Partners I, a New York general partnership ("Ardsley Partners") serve as the general partners of Ardsley Energy, Ardsley II, Ardsley Institutional. Ardsley Partners also serves as the general partner of Ardsley. Philip J. Hempleman, Ardsley and Ardsley Partners each disclaim any beneficial ownership of any of the Issuer's securities to which this Form 3 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to such securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1(a)(2). |
Remarks: |
* Evidence of Power of Attorney was submitted with the Schedule 13G filed by Ardsley Advisory Partners on February 14, 2006 and is incorporated by reference herein. |
ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P., BY: ARDSLEY PARTNERS I, GENERAL PARTNER, BY: /s/ Steve Napoli, General Partner | 05/21/2007 | |
ARDSLEY PARTNERS FUND II, L.P., BY: ARDSLEY PARTNERS I, GENERAL PARTNER, BY: /s/ Steve Napoli, General Partner | 05/21/2007 | |
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P., BY: ARDSLEY PARTNERS I, GENERAL PARTNER, BY: /s/ Steve Napoli, General Partner | 05/21/2007 | |
ARDSLEY OFFSHORE FUND LTD., BY: /s/ Neil Glass, Vice President | 05/21/2007 | |
ARDSLEY ADVISORY PARTNERS, By: ARDSLEY PARTNERS I, GENERAL PARTNER, BY: /s/ Steve Napoli, General Partner | 05/21/2007 | |
ARDSLEY PARTNERS I, BY: /s/ Steve Napoli, General Partner | 05/21/2007 | |
PHILIP J. HEMPLEMAN, INDIVIDUALLY, BY: /s/ Steve Napoli*, As attorney in fact for | 05/21/2007 | |
** 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 5 (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. |