| 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
PHOTOWORKS INC /WA [ PHTW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/25/2008 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Stock Option (Option to Buy) | $0.35 | 01/24/2008 | D | 200,000 | (1) | 11/01/2011 | Common stock | 200,000 | $0.0 | 0 | D | ||||
| Warrant to Purchase common stock | $0.4 | 01/24/2008 | D | 200,000 | (2) | 05/31/2011 | Common stock | 200,000 | $0.0 | 0 | I | By California Pacific Capital, LLC(3) | |||
| Common Stock Purchase Warrant | $0.4 | 10/10/2006 | D | 180,903 | (4) | 10/11/2011 | Common stock | 180,903 | $0.0 | 0 | I | By Sunra Capital Holdings Ltd.(3) | |||
| Warrant to Purchase common stock | $0.4 | 01/24/2008 | D | 587,500 | (5) | 05/31/2011 | Common stock | 587,500 | $0.0 | 0 | I | By California Pacific Capital. LLC(3) | |||
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. This option, issued pursuant to the Company's 2005 Equity Incentive Plan and vesting ratably on a quarterly basis over a four year period, was cancelled pursuant to the merger agreement between issuer and AG.Com, Inc. in exchange for a cash payment representing the difference between the exercise price of the option and $0.595 per share. |
| 2. Sunra Capital Holdings purchased from the Company a warrant to purchase 200,000 shares of common stock. The warrant was immediately exercisable. This warrant was terminated pursuant to the merger agreement between issuer and AG.com, Inc. in exchange for a cash payment representing the difference between the exercise price of the warrant and $0.595 per share. |
| 3. Joseph Waechter is the President of Sunra Capital Holdings and California Pacific Capital ("CPC"). CPC manages Sunra's investment portfolio and thus may be deemed to be a beneficial owner of the securities owned by Sunra Extent to the extent of he pecuniary interest, Mr. Waechter disclaims any beneficial interest in the securities held directly by Sunra and California Pacific. |
| 4. The warrants are owned by Sunra Capital Holdings, Ltd. ("Sunra"), a company organized under the laws of Bermuda. Mr. Waechter is the President of Sunra. These warrants were acquired upon conversion of convertible promissory notes that were automatically convertible upon the closing of a qualified equity financing by the Company. Except to the extent of his pecuniary interest, Mr. Waechter disclaims beneficial ownership of the securities owned by Sunra. |
| 5. California Pacific Capital LLC purchased from the Company a warrant to purchase 587,500 shares of common stock. The warrant is immediately exercisable. This warrant was terminated pursuant to the merger agreement between issuer and AG.com, Inc. in exchange for a cash payment representing the difference between the exercise price of the warrant and $0.595 per share. |
| /s/ Joseph Waechter | 01/28/2008 | |
| ** 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. | ||