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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 Form 4 OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response 0.5 ¨
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b) (Print or Type Responses) 1 .Name and Address of Reporting Person 2. Issuer Name and Ticker or Trading Symbol MPower Holding Corporation (MPWR) 6. Relationship of Reporting Person(s) to Issuer ______Director XX 10% Owner ______Officer (give ______Other (specify title below) below) ____________________________ (Last) (First) (Middle) Gerhard, Lang H. 3. IRS Identification Number of Reporting Person, if an entity 4. Statement for October 2001 (Street) 300 Drakes Landing Road, Suite 290 5. If Amendment, 7. Individual or Joint/Group Filing --See Note 1. (City) (State) (Zip) Greenbrae, CA 94904 Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price Common Stock 10/3/01 S 3,000,000 D $0.13 See Note 2. D. See Note 3. Common Stock 10/3/01 P 2,460,000 A $0.13 See Note 2. D & I See Notes 4 & 6. Common Stock 10/3/01 P 540,000 A $0.13 See Note 2. I See Notes 5 & 6. Common Stock 10/11/01 P 82,000 A $0.224 See Note 2. D & I See Notes 4 & 6. Common Stock 10/11/01 P 18,000 A $0.224 See Note 2. I See Notes 5 & 6. Common Stock 10/12/01 P 98,400 A $0.3583 See Note 2. D & I See Notes 4 & 6. Common Stock 10/12/01 P 21,600 A $0.3583 See Note 2. I See Notes 5 & 6. Common Stock 10/15/01 P 1,640,000 A $0.27 See Note 2. D & I See Notes 4 & 6. Common Stock 10/15/01 P 360,000 A $0.27 See Note 2. I See Notes 5 & 6. Common Stock 10/15/01 P 82,000 A $0.23 See Note 2. D & I See Notes 4 & 6. Common Stock 10/15/01 P 18,000 A $0.23 See Note 2. I See Notes 5 & 6. 1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price Common Stock 10/16/01 P 16,400 A $0.28 See Note 2. D & I See Notes 4 & 6. Common Stock 10/16/01 P 3,600 A $0.28 See Note 2. I See Notes 5 & 6. Common Stock 10/17/01 P 40,262 A $0.29 See Note 2. D & I See Notes 4 & 6. Common Stock 10/17/01 P 8,838 A $0.29 See Note 2. I See Notes 5 & 6. Common Stock 10/18/01 P 49,200 A $0.33 See Note 2. D & I See Notes 4 & 6. Common Stock 10/18/01 P 10,800 A $0.33 See Note 2. I See Notes 5 & 6. Common Stock 10/19/01 P 71,340 A $0.353 See Note 2. D & I See Notes 4 & 6. Common Stock 10/19/01 P 15,660 A $0.353 See Note 2. I See Notes 5 & 6. Common Stock 10/19/01 P 16,400 A $0.32 See Note 2. D & I See Notes 4 & 6. Common Stock 10/19/01 P 3,600 A $0.32 See Note 2. I See Notes 5 & 6. Common Stock 10/22/01 P 27,060 A $0.33 See Note 2. D & I See Notes 4 & 6. Common Stock 10/22/01 P 5,940 A $0.33 See Note 2. I See Notes 5 & 6. Common Stock 10/24/01 P 102,500 A $0.27 See Note 2. D & I See Notes 4 & 6. Common Stock 10/24/01 P 22,500 A $0.27 See Note 2. I See Notes 5 & 6. Common Stock 10/25/01 P 45,100 A $0.27 See Note 2. D & I See Notes 4 & 6. Common Stock 10/25/01 P 9,900 A $0.27 See Note 2. I See Notes 5 & 6. Common Stock 10/26/01 P 8,200 A $0.27 See Note 2. D & I See Notes 4 & 6. Common Stock 10/26/01 P 1,800 A $0.27 See Note 2. I See Notes 5 & 6. 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). Persons who respond to the collection of information contained
Washington, D.C. 20549
(Check all applicable)
(voluntary)
Month/Year
Date of Original
(Month/Year)
___Form filed by One Reporting Person
_XX__Form filed by More than One Reporting Person
(Instr. 4)
action
Date
(Month/
Day/
Year)
Action
Code
(Instr. 8)
or Disposed of (D)
(Instr. 3, 4 AND 5)
Securities
Beneficially
Owned at
End of Month
(Instr. 3 and 4)
ship
Form:
Direct
(D) or
Indirect
(I)
(Instr. 4)
(Instr. 4)
(Instr. 4)
action
Date
(Month/
Day/
Year)
Action
Code
(Instr. 8)
or Disposed of (D)
(Instr. 3, 4 AND 5)
Securities
Beneficially
Owned at
End of Month
(Instr. 3 and 4)
ship
Form:
Direct
(D) or
Indirect
(I)
(Instr. 4)
(Instr. 4)
in this form are not required to respond unless the form displays SEC 1474 (3-00)
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1. Title of |
2. Conver- |
3. Trans- |
4. Trans-
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5. Number of Deriv- |
6. Date Exer- |
7. Title and Amount of Securities |
8. Price |
9. Number |
10. Owner- |
11. Nature of Indirect |
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Code |
V |
(A) |
(D) |
Date |
Expira- |
Title |
Amount or |
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Explanation of Responses:
(1) The reporting persons consist of (i) Lang H. Gerhard ("Gerhard"), manager of Estero Partners, LLC, sole shareholder of West Highland Capital, Inc., and a general partner of investment limited partnerships; (ii) West Highland Capital, Inc. ("WHC"), a registered investment adviser and general partner of investment limited partnerships; (iii) Estero Partners, LLC ("Estero"), a general partner of investment limited partnerships, and (iv) West Highland Partners, L.P. ("WHP"), an investment limited partnership of which Gerhard, WHC and Estero are the general partners. Gerhard, WHC and Estero constitute a group as defined by Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act. WHP is filing jointly and disclaims membership in a group.
(2) On October 31, 2001, Gerhard owned 0 shares directly and 17,890,000 shares indirectly, WHP owned 13,924,248 shares directly, Estero owned 16,596,227 shares indirectly, and WHC owned 17,890,000 shares indirectly.
(3) These securities were owned directly by Gerhard.
(4) These securities are owned directly by WHP and indirectly by WHC, Estero and Gerhard.
(5) These securities are owned by an advisory client of WHC, or an investment limited partnership (other than WHP) of which WHC, Estero and Gerhard are the general partners.
(6) Each reporting person disclaims beneficial ownership of the securities with respect to which indirect beneficial ownership is reported, except to the extent of its pro rata pecuniary interest therein.
Lang H. Gerhard 11/10/01
By: West Highland Capital, Inc.
Attorney-in-fact
By: /s/ Bonnie George
Bonnie George, Chief Operating Officer
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Joint Filer Information
Name: West Highland Capital, Inc.
Address: 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904
Designated Filer: Lang H. Gerhard
Issuer and Ticker Symbol: MPower Holding Corporation (MPWR)
Statement for Month/Year: October 2001
Signature: West Highland Capital, Inc.
By:
/s/ Bonnie GeorgeChief Operating Officer
Name: Estero Partners, LLC
Address: 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904
Designated Filer: Lang H. Gerhard
Issuer and Ticker Symbol: MPower Holding Corporation (MPWR)
Statement for Month/Year: October 2001
Signature: Estero Partners, LLC
By: West Highland Capital, Inc., Attorney-in-Fact
By:
/s/ Bonnie GeorgeChief Operating Officer
Name: West Highland Partners, L.P.
Address: 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904
Designated Filer: Lang H. Gerhard
Issuer and Ticker Symbol: MPower Holding Corporation (MPWR)
Statement for Month/Year: October 2001
Signature: West Highland Partners, L.P.
By: West Highland Capital, Inc., General Partner
By:
/s/ Bonnie GeorgeChief Operating Officer