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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MICROFIELD GROUP INC [ MICG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/20/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/20/2005 | A | 2,000,000 | A | $0.67(1) | 4,307,618 | I | (1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series 2 Preferred Stock | $0.00 | 07/20/2005 | D | 4,202,381 | 09/26/2003 | 09/26/2006 | Common(3) | 4,202,381 | $0.42 | 4,202,381 | I(4) | (4)(5) | |||
Series 3 Preferred Stock | $0.00 | 07/20/2005 | D | 125.636 | 03/31/2005 | 04/02/2007 | Common(6) | 125,636 | $420 | 125.636 | I(7) | (4)(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The stock was issued to CEAC, Inc. as partial consideration for the merger of Christenson Electric, Inc. and CPS Acquisition Co. |
2. These shares are owned directly by CEAC, Inc., which is wholly owned by Christenson Group LLC. JMW Group, LLC owns more than 75% of the membership interests in Christenson Group LLC, and its wholly owned subsidary, Aequitas Capital Management, Inc. (formerly known as JMW Capital Partners, Inc.), is the manager of Christenson Group LLC. Robert J. Jesenik is a director of Microfield Group, Inc., which acquired Christenson Electric, Inc. through a merger with its wholly owned subsidary, CPS Acquisition Co. Mr. Jesenik is also the president of CEAC, Inc., and CEO of Aequitas Capital Management, Inc. Robert J. Jesenik, Christenson Group LLC, JMW Group, LLC and Aequitas Capital Management, Inc. are indirect beneficial owners of the reported securities. |
3. The Series 2 Preferred shares are convertible on a 1 for 1 basis for common stock at the discretion of the shareholder. The Series 2 Preferred shares automatically convert to common stock three years from the issue date. The issue price was $0.42 per share. |
4. Christenson Group LLC previously reported the Series 2 Preferred Stock as directly owned. |
5. Christenson Electric, Inc. transferred these shares to CEAC, Inc. as partial consideration for the merger of Christenson Electric, Inc. and CPS Acquisition Co. These shares are now owned directly by CEAC, Inc., which is wholly owned by Christenson Group LLC. JMW Group, LLC owns more than 75% of the membership interests in Christenson Group LLC, and its wholly owned subsidary, Aequitas Capital Management, Inc. (formerly known as JMW Capital Partners, Inc.), is the manager of Christenson Group LLC. Robert J. Jesenik is a director of Microfield Group, Inc., which acquired Christenson Electric, Inc. through a merger with its wholly owned subsidary, CPS Acquisition Co. Mr. Jesenik is also the president of CEAC, Inc., and CEO of Aequitas Capital Management, Inc. Robert J. Jesenik, Christenson Group LLC, JMW Group, LLC and Aequitas Capital Management, Inc. are indirect beneficial owners of the reported securities. |
6. The Series 3 Preferred shares are convertible to common stock after March 31, 2005, at the discretion of the shareholder. The Series 3 Preferred shares automatically convert to common stock three years after they were issued. The conversion ratio is 1 Series 3 Preferred share to 1,000 shares of common. The issue price for the Series 3 Preferred was $420.00 per share. |
7. Christenson Group LLC previously reported the Series 3 Preferred Stock as directly owned. |
Remarks: |
This filing shall not be deemed an admission that Christenson Group LLC is, for the purposes of Section 16(a) of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. |
/s/ Robert J. Jesenik | 07/28/2005 | |
Robert J. Jesenik | 07/28/2005 | |
Robert J. Jesenik | 07/28/2005 | |
Robert J. Jesenik | 07/28/2005 | |
Robert J. Jesenik | 07/28/2005 | |
** 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. | ||
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. |