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
DEER VALLEY CORP [ DVLY.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/11/2007 | ||||||||||||||||||||||||||
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, $0.001, par value per share | 05/11/2007 | P | 1,012 | A | $1.2 | 1,121,165 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 05/15/2007 | P | 20,000 | A | $1.19 | 1,141,165 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 05/16/2007 | P | 17,500 | A | $1.18 | 1,158,665 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 05/17/2007 | P | 4,000 | A | $1.21 | 1,162,665 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 05/18/2007 | P | 35,000 | A | $1.21 | 1,197,665 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 05/21/2007 | P | 34,000 | A | $1.21 | 1,231,665 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 05/22/2007 | P | 35,000 | A | $1.22 | 1,266,665 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 05/23/2007 | P | 30,000 | A | $1.2 | 1,296,665 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 05/30/2007 | P | 10,000 | A | $1.19 | 1,306,665 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 05/31/2007 | P | 27,000 | A | $1.18 | 1,333,665 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 06/05/2007 | P | 4,944 | A | $1.19 | 1,338,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 06/08/2007 | P | 30,000 | A | $1.19 | 1,368,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 06/12/2007 | P | 12,000 | A | $1.17 | 1,380,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 06/13/2007 | P | 44,000 | A | $1.18 | 1,424,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 06/14/2007 | P | 8,000 | A | $1.17 | 1,432,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 06/18/2007 | P | 4,000 | A | $1.18 | 1,436,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 06/19/2007 | P | 11,500 | A | $1.08 | 1,448,109 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 06/21/2007 | P | 3,000 | A | $1.14 | 1,451,109 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 06/22/2007 | P | 10,000 | A | $1.17 | 1,461,109 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 06/29/2007 | P | 3,000 | A | $1.15 | 1,464,109 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 07/03/2007 | P | 5,500 | A | $1.14 | 1,469,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 07/05/2007 | P | 4,000 | A | $1.15 | 1,473,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 07/13/2007 | P | 4,000 | A | $1.13 | 1,477,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 07/16/2007 | P | 8,000 | A | $1.15 | 1,485,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 07/26/2007 | P | 47,500 | A | $1.23 | 1,533,109 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 08/01/2007 | J(4) | 250,000 | D | (4) | 1,283,109 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 08/01/2007 | P | 18,500 | A | $1.12 | 1,301,609 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 08/06/2007 | P | 4,500 | A | $1.06 | 1,306,109 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 08/08/2007 | P | 100,000 | A | $1.17 | 1,406,109 | I(1) | By Vicis Capital Master Fund | ||
Common Stock, $0.001, par value per share | 08/08/2007 | P | 41,000 | A | $1.16 | 1,447,109 | I(1) | By Vicis Capital Master Fund |
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 A Convertible Pref. Stock, $.01 par value per share | $0.75 | 06/18/2007 | P | 42,500 | (2) | (3) | Common Stock | 56,666 | (5) | 492,500 | I(1) | By Vicis Capital Master Fund | |||
Series B Warrant to Purchase Common Stock | $2.25 | 06/18/2007 | P | 283,334 | (2) | 03/07/2013 | Common Stock | 283,334 | (5) | 3,283,334 | I(1) | By Vicis Capital Master Fund | |||
Series B Warrant to Purchase Common Stock | $1.5 | 06/18/2007 | P | 566,668 | 08/11/2006 | 03/07/2011 | Common Stock | 566,668 | (5) | 6,566,668 | I(1) | By Vicis Capital Master Fund | |||
Series E Convertible Pref. Stock, $.01 par value per share | $0.00 | 07/23/2007 | J(4) | 250,000 | (2) | (3) | Common Stock | 250,000 | (4) | 1,000,000 | I(1) | By Vicis Capital Master Fund | |||
Series F Warrant to Purchase Common Stock | $2.25 | 07/23/2007 | J(4) | 250,000 | (2) | 07/23/2012 | Common Stock | 250,000 | (4) | 250,000 | I(1) | By Vicis Capital Master Fund | |||
Series C Convertible Pref. Stock, $.01 par value | $0 | 01/18/2008 | P | 2,246,300 | (2) | (3) | Common Stock | 2,246,300 | (6) | 22,463 | I(1) | By Vicis Capital Master Fund | |||
Series C Warrant to Purchase Common Stock | $0.75 | 01/18/2008 | P | 2,000,000 | (2) | 01/18/2012 | Common Stock | 2,000,000 | (6) | 2,000,000 | I(1) | By Vicis Capital Master Fund | |||
Series BD Warrant to Purchase Common Stock | $1.5 | 01/18/2008 | P | 421,683 | (2) | 01/18/2012 | Common Stock | 421,683 | (6) | 421,683 | I(1) | By Vicis Capital Master Fund | |||
Series BD Warrant to Purchase Common Stock | $2.25 | 01/18/2008 | P | 210,841 | (2) | 01/18/2012 | Common Stock | 210,841 | (6) | 210,841 | I(1) | By Vicis Capital Master Fund | |||
Series F Warrant to Purchase Common Stock | $0.75 | 11/16/2006 | 11/16/2011 | Common Stock | 2,000,000 | 2,000,000 | I(1) | By Vicis Capital Master Fund | |||||||
Series F Warrant to Purchase Common Stock | $1.5 | 11/16/2006 | 11/16/2011 | Common Stock | 750,000 | 750,000 | I(1) | By Vicis Capital Master Fund | |||||||
Series A Warrant to Purchase Common Stock | $1.5 | (2) | 12/04/2011 | Common Stock | 364,178 | 364,178 | I(1) | By Vicis Capital Master Fund |
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. Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares. |
2. Immediately. |
3. None. |
4. On July 23, 2007 Vicis Capital Master Fund exchanged 250,000 shares of common stock with the Issuer for (1) 250,000 shares of the Issuer's Series E Convertible Preferred Stock and (2) 250,000 warrants to purchase the Issuer's common stock with an exercise price of $2.25 and an expiration date of July 30, 2012. |
5. On June 18, 2007, Vicis Capital Master Fund acquired in a private sale: (1) 42,500 shares of the Issuer's Series A Convertible Preferred Stock, $0.01 par value; (2) a warrant to purchase 283,334 shares of the Issuer's common stock with an expiration date of March 7, 2013 and an exercise price of $2.25; and (3) a warrant to purchase 566,668 shares of the Issuer's common stock with an expiration date of March 7, 2011 and an exercise price of $1.50, for aggregate consideration of $736,666. |
6. On January 18, 2008 Vicis Capital Master Fund acquired in a private sale securities of five different issuers, including: (1) 22,463 shares of the Issuer's Series C Convertible Preferred Stock; (2)a warrant to purchase 2,000,000 shares of the Issuer's common stock with an expiration date of January 18, 2012 and an exercise price of $0.75; (3) a warrant to purchase 421,683 shares of the Issuer's common stock with an expiration date of January 18, 2012 and an exercise price of $1.50; and (4) a warrant to purchase 210,841 shares of the Issuer's common stock with an expiration date of January 18, 2012 and an exercise price of $2.25, for aggregate consideration of $5,475,000. |
/s/ Keith Hughes, Chief Operating Officer, Vicis Capital LLC | 04/11/2008 | |
/s/ Keith Hughes, Authorized Representative, Vicis Capital Master Fund | 04/11/2008 | |
** 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. |