SEC FORM 4

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^*

HOLL EDWARD

(Last)

(First)

(Middle)

268 BUSH STREET

#4000

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHOTOWORKS INC /WA [ PHTW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/14/2008		U		5,220,562	D	$0.595	0	I	By Martinicus LP⁽³⁾
Common Stock	01/14/2008		U		182,202	D	$0.595	0	I	By HZ Partners, FBO Edward Holl⁽⁴⁾
Common Stock	01/14/2008		U		92,765	D	$0.595	0	I	By California Atlantic Limited Inc.⁽⁵⁾
Common Stock	01/14/2008		U		130,859⁽¹⁾	D	$0.595	0	I	By Martinicus LP⁽³⁾
Common Stock	01/14/2008		M		130,859⁽¹⁾	A	$0.4	130,859⁽¹⁾	I	By Martinicus LP⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Deventure (Right to acquire common stock)	$0.4	01/14/2008		M			130,859	⁽²⁾	09/06/2012	Common Stock	130,859	⁽¹⁾	0	I	By Martinicus LP⁽⁶⁾

Explanation of Responses:

1. The reporting person converted the convertible debenture and accrued interest into 130,839 shares of common stock. The common stock was tendered in connection with the Tender Offer by AG.com, Inc. of all of the outstanding shares of common stock of the issuer.

2. The reporting person purchased from the Company a convertible debenture that is convertible into common stock.

3. Mr. Holl is principal and general manager of Martincus, L.P.

4. Mr. Holl is principal and general partner of HZ Partners, FBO Edward Holl

5. Mr. Holl is the president of California Atlantic Limited Inc.

6. Mr. Holl is principal and general manager of Martincus, L.P., which holds these convertible debentures directly.

	/s/ Matinicus, LP /s/ Edward Holl By: Edward Holl, Manager /s/ HZ Partners, FBO Edward Holl /s/ Edward Holl By: Edward Holl, General Partner /s/ California Atlantic Limited Inc. /s/ Edward Holl By: Edward Holl, President	01/16/2008
	** 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).
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