SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

HERRICK NORTON

(Last)

(First)

(Middle)

C/O THE HERRICK COMPANY, INC.

2 RIDGEDALE AVENUE

(Street)

CEDAR KNOLLS

07927

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDIABAY INC [ MBAY ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2000

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	03/15/2000		P4	250,000	A	$9	2,964,180	I	As beneficiary of trust⁽¹⁾
Common Stock	11/06/2000		J4⁽²⁾	285,000	A	⁽²⁾	285,000	I	As sole stockholder of Huddleston⁽²⁾
Common Stock	10/10/2000		C4⁽³⁾	165,000	A	$1.8	0	I	By Millworth
Common Stock	10/10/2000		J4⁽³⁾⁽⁴⁾	165,000	D	⁽⁴⁾	0	I	By Millworth
Common Stock	10/17/2000		C4⁽³⁾	50,000	A	$1.8	0	I	By Millworth
Common Stock	10/17/2000		S4⁽³⁾⁽⁵⁾	50,000	D	⁽⁵⁾	0	I	By Millworth
Common Stock	10/17/2000		C4⁽³⁾	38,000	A	$1.8	0	I	By Millworth
Common Stock	10/18/2000		S4⁽³⁾⁽⁵⁾	38,000	D	⁽⁵⁾	0	I	By Millworth
Common Stock	10/25/2000		C4⁽³⁾	40,000	A	$1.8	0	I	By Millworth
Common Stock	10/25/2000		J4⁽³⁾⁽⁴⁾	40,000	D	⁽⁴⁾	0	I	By Millworth
Common Stock	10/30/2000		C4⁽³⁾	12,000	A	$1.8	0	I	By Millworth
Common Stock	10/30/2000		S4⁽³⁾⁽⁵⁾	12,000	D	⁽⁵⁾	0	I	By Millworth
Common Stock	10/30/2000		C4⁽³⁾	27,500	A	$1.8	0	I	By Millworth
Common Stock	10/30/2000		S4⁽³⁾⁽⁵⁾	27,500	D	⁽⁵⁾	0	I	By Millworth
Common Stock	11/09/2000		C4⁽³⁾	65,000	A	$1.8	0	I	By Millworth
Common Stock	11/09/2000		J4⁽³⁾⁽⁴⁾	65,000	D	⁽⁴⁾	0	I	By Millworth
Common Stock	11/10/2000		C4⁽³⁾	42,500	A	$1.8	0	I	By Millworth
Common Stock	11/10/2000		S4⁽³⁾⁽⁵⁾	42,500	D	⁽⁵⁾	0	I	By Millworth

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)	4. Transaction Code (Instr. 8)	(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)
Employee Stock Options (Right to Buy)	$4	06/23/2000		4A⁽⁶⁾	1,500,000		06/23/2000	06/23/2010	Common Stock	1,500,000	$0	1,500,000	D
Convertible Senior Note Due December 31, 2004	$11.125	02/07/2000		4S⁽⁷⁾		$2,000,000	06/11/1999	12/31/2004	Common Stock	179,775	$2,000,000	$2,776,250	D
Common Stock Warrants (Right to Buy)	$8.41	02/07/2000		4A⁽⁸⁾	46,667		02/07/2001	12/31/2003	Common Stock	46,667	46,667	910,221	D
Convertible Senior Note Due December 31, 2004	$1.8	10/10/2000		4C⁽³⁾		$297,000	10/10/2000	12/31/2004	Common Stock	165,000	$297,000	0	I	By Millworth
Convertible Senior Note Due December 31, 2004	$1.8	10/17/2000		4C⁽³⁾		$90,000	10/17/2000	12/31/2004	Common Stock	50,000	$90,000	0	I	By Millworth
Convertible Senior Note Due December 31, 2004	$1.8	10/17/2000		4C⁽³⁾		$68,400	10/17/2000	12/31/2004	Common Stock	38,000	$68,400	0	I	By Millworth
Convertible Senior Note Due December 31, 2004	$1.8	10/25/2000		4C⁽³⁾		$72,000	10/25/2000	12/31/2004	Common Stock	40,000	$72,000	0	I	By Millworth
Convertible Senior Note Due December 31, 2004	$1.8	10/30/2000		4C⁽³⁾		$21,600	10/30/2000	12/31/2004	Common Stock	12,000	$21,600	0	I	By Millworth
Convertible Senior Subordinated Note Due December 31, 2004	$1.8	10/30/2000		4C⁽³⁾		$49,500	10/30/2000	12/31/2004	Common Stock	27,500	$49,500	0	I	By Millworth
Convertible Senior Subordinated Note Due December 31, 2004	$1.8	11/09/2000		4C⁽³⁾		$117,000	10/30/2000	12/31/2004	Common Stock	65,000	$117,000	0	I	By Millworth
Convertible Senior Subordinated Note Due December 31, 2004	$1.8	11/10/2000		4C⁽³⁾		$76,500	10/30/2000	12/31/2004	Common Stock	42,500	$76,500	0	I	By Millworth

Explanation of Responses:

1. These shares are owned by the N. Herrick Irrevocable ABC Trust, of which the Reporting Person is the sole beneficiary.

2. On November 6, 2000 M. Huddleston Enterprises, Inc. (Huddleston), a company which is wholly owned by the Reporting Person, acquired 285,000 shares of Common Stock in connection with the foreclosure of a loan to Millworth Investments, Inc. (Millworth) for which the 285,000 shares were pledged as collateral by Millworth to secure the loan.

3. Each conversion was made by Millworth, as discussed in note 2 of the Reporting Person's amended Form 4 for December 2000. As explained in that Form 4 and in note 3 of the Reporting Person's amended Form 4 for August 2000, the Reporting Person retained a right to receive a percentage of the profits derived from the sale by Millworth of any shares of Common Stock acquired upon conversion of the $1,388,125 principal amount convertible note. Prior to the rescission Millworth, whose President is Howard Appel, a business acquaintance of the Reporting Person, had converted in the aggregate $792,000 of the principal amount convertible note and received 440,000 shares of Common Stock upon conversion. Of these 440,000 shares, 170,000 were sold by Millworth and 270,000 were delivered to two third-party entities in private transactions in satisfaction of an obligation of the Reporting Person.

4. These shares were delivered by Millworth to a third party in satisfaction of an obligation of the Reporting Person.

5. In connection with the sale an aggregate of 170,000 shares by Millworth in various transactions described in this report, the Reporting Person received an aggregate of $335,000 in cash, which amount included the purchase price (based on the conversion price) and a percentage of the profits.

6. On May 30, 2000 the Reporting Person was granted options to purchase 1,500,000 shares of Common Stock, with an exercise price of $4.00. These options were subject to approval of the Issuer's 2000 Stock Option Plan by the Issuer's shareholders, which occurred on June 23, 2000.

7. On February 7, 2000, the Reporting Person entered into a purchase agreement with another party under which that party agreed to purchase from the Reporting Person $2,000,000 of the Issuer's Convertible Senior Subordinated Promissory Note Due December 31, 2004, in the principal amount of $15,000,000, as described in note 1 of the Reporting Person's amended Form 4 for September 1999.

8. Pursuant to a letter agreement dated December 31, 1998, between the Reporting Person and the Issuer, as described in note 1 to the Reporting Person's amended Form 4 for September 1999, the Issuer issued to the Reporting Person warrants for 46,667 shares of Common Stock as a result of the refinancing of $2,000,000 of the $15,000,000 principal amount note.

Remarks:

	Norton Herrick	09/05/2003
	** 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.
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