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
BELL INDUSTRIES INC /NEW/ [ BI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/30/2007 | ||||||||||||||||||||||||||
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, $.001 par value per share | 05/30/2007 | M | 10,000 | A | $2 | 10,000 | D(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 | ||||||||
Option - Right to Buy | $2 | 05/30/2007 | M | 10,000 | 06/03/2003 | 06/03/2007 | Common Stock, $.001 par value per share | 10,000 | $0 | 0 | D(2)(3) |
Explanation of Responses: |
1. Mr. Schwarz also indirectly owns 565,100 shares of Common Stock held directly by Newcastle Partners L.P. |
2. Mr. Schwarz is the managing member of Newcastle Capital Group L.L.C. (NCG), the general partner of Newcastle Capital Management, L.P. ("NCM"), the general partner of Newcastle Partners. Accordingly, each of Mr. Schwarz, NCM, and NCG may be deemed to beneficially own the shares held by NP. Mr. Schwarz, NCM and NCG disclaim beneficial ownership of the shares beneficially owned by NP, except to the extent of their pecuniary interest therein. |
3. Mr. Schwarz also (i) directly owns additional options to purchase 30,000 shares of Common Stock exercisable within 60 days of the date hereof, and (ii) indirectly owns (a) 2,624,672 shares issuable in respect of the initial $10,000,000 principal amount under a convertible note issued to Newcastle Partners, L.P. ("NP") on January 31, 2007 following receipt of applicable shareholder approvals on May 23, 2007 and (b) 33,941 shares issuable in respect of interest accretion on the convertible note held by NP which was payable March 31, 2007. |
/s/ Schwarz, Mark | 06/01/2007 | |
** 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). | ||
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. |