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*
Vaughan Frank P

(Last) (First) (Middle)
THE ICE HOUSE
DEAN STREET

(Street)
MARLOW BUCKINGHAMSHIRE X0 SL7 3AB

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CRG Liquidation CO [ CRNS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO, Sr. Vice President
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2007
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 Shares 08/01/2007 M(1)(2) 25,000(3) A $5.25 33,000 D
Common Shares 08/01/2007 M 10,000(4) A $4.875 43,000 D
Common Shares 08/01/2007 F 11,250(5) D $16 31,750 D
Common Shares 08/01/2007 D 31,750(6) D $16 0 D
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
Stock Option $5.25 08/01/2007 M 25,000 (7) 02/03/2010 Common Shares 25,000 $0.00 10,000 D
Stock Option $4.875 08/01/2007 M 10,000 (8) 01/08/2011 Common Shares 10,000 $0.00 0 D
Explanation of Responses:
1. The acquisitions and dispositions reported on this Form 4 were effected in connection with the sale of all of the Issuer's assets and assumption of all of the Issuer's liabiities (the "Assets Sale") by CRX Acquisition Ltd. (the "Purchaser"), pursuant to the Asset Purchase Agreement between the Issuer and the Purchaser dated as of February 28, 2007. The closing of the Assets Sale took place on August 1, 2007, and promptly thereafter, the Issuer commenced its dissolution and liquidation. In connection therewith, the Issuer is distributing to its shareholders a liquidating distribution of $16.00 per share (the "Liquidating Distribution").
2. Each of the acquisitions and dispositions reported on this Form 4 was approved by the Compensation Committee of the Issuer's Board of Directors and is accordingly an exempt transaction pursuant to SEC Rule 16b-3(d) or 16b-3(e).
3. These shares were acquired upon the exercise of the first option listed in Table II below.
4. These shares were acquired upon the exercise of the second option listed in Table II below.
5. In order to facilitate the participation of the Issuer's optionholders in the Liquidating Distribution, the Compensation Committee authorized the optionholders' participation in the liquidation of the Issuer through the exercise of stock options on a "net issuance" basis, meaning that, upon exercise of the reporting person's options, a number of shares otherwise issuable to the reporting person were withheld by the Issuer to pay the exercise price of the options. This line item reports the shares withheld by the Issuer to cover the exercise price of the reporting person's options.
6. Shares disposed of to the Issuer in exchange for the Liquidating Distribution.
7. This option vested in four equal annual installments beginning on 2/4/2001.
8. This option vested in four equal annual installments beginning on 1/9/2002.
Remarks:
/s/ Frank P. Vaughan By: /s/ Elinor A. Wexler, Attorney-in-fact 08/01/2007
** 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 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).
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