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*
WEST HIGHLAND CAPITAL INC/LHG/WHP/PB/BP

(Last) (First) (Middle)
300 DRAKES LANDING ROAD
SUITE 290

(Street)
GREENBRAE CA 94904

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MPOWER HOLDING CORP [ MPOW ]
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)
04/07/2004
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)
Code V Amount (A) or (D) Price
Common Stock(1) 04/07/2004 S(2) 75,000 D $1.3734 7,742,104 D(4)(5)
Common Stock 04/08/2004 S 100,000 D $1.3632 7,742,104 D(4)(5)
Common Stock 04/12/2004 S 30,000 D $1.34 7,742,104 D(4)(5)
Common Stock 04/12/2004 J(3) 27,069 D $0(6) 7,742,104 D(4)(5)
Common Stock 04/12/2004 J(3) 30,809 D $0(6) 7,742,104 D(4)(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 West Highland Partners, L.P.; (ii) West Highland Capital, Inc. ("WHC"), a registered investment adviser and general partner of West Highland Partners, L.P.; (iii) Estero Partners, LLC ("Estero"), a general partner of West Highland Partners, L.P., 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 disclaim membership in a group with any other person within the meaning of 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 with any person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act.
2. Sales on April 7, 8 and 12 were by WHP.
3. Distributions in kind from WHP to two of its limited partners.
4. After the transactions reported on this form, each of WHC and Gerhard beneficially owned 8,656,627 shares indirectly, and the number of shares beneficially owned by WHP (directly) and Estero (indirectly) was 7,742,104.
5. WHP disclaims beneficial ownership of the securities with respect to which its ownership is reported. Each of Gerhard, Estero and WHC disclaims beneficial ownership of the securities he or it beneficially owns, except to the extent, if any, of his or its pecuniary interest therein.
6. The zeros in the table are placeholders only that are required by the EDGAR software and should be disregarded. There was no price because the shares were distributed in kind.
West Highland Capital, Inc. By Bonnie George, Chief Operating Officer 04/12/2004
Lang H. Gerhard By West Highland Capital, Inc., Attorney-in-Fact By Bonnie George, COO 04/12/2004
Estero Partners, LLC By West Highland Capital, Inc., Attorney-in-Fact By Bonnie George, COO 04/12/2004
West Highland Partners, L.P. By West Highland Capital, Inc., General Partner By Bonnie George, COO 04/12/2004
** 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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