| 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) 01/14/2008 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 01/14/2008 | U | 3,385,517 | D | $0.595 | 0 | D | |||
| Common Stock | 01/14/2008 | U | 7,464,178 | D | $0.595 | 0 | I | By Sunra Capital Holdings(1) | ||
| Common Stock | 01/14/2008 | U | 647,135 | D | $0.595 | 0 | I | By Sunra Capital Holdings(1) | ||
| Common Stock | 01/14/2008 | M | 647,135 | A | $0.4 | 0 | I | By Sunra Capital Holdings(1) | ||
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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 | ||||||||
| Convertible Debentures (right to acquire common stock) | $0.4 | 01/14/2008 | M | 647,135(4) | (3) | 09/06/2008 | Common Stock | 647,135 | (2) | 0 | I | By Sunra Capital Holdings(1) | |||
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 convertible debentures and common stock are owned by Sunra Capital Holdings, Ltd. ("Sunra"), a company organized under the laws of Bermuda. Mr. Waechter is the President of Sunra. Except to the extent of his pecuniary interest, Mr. Waechter disclaims beneficial ownership of the securities owned by Sunra. California Pacific Capital LLC ("CPC"), a Delaware limited liability company, manages Sunra's investment portfolio and as such may be deemed to be a beneficial owner of the convertible debentures and the common stock owned by Sunra. Mr. Waechter is the President of CPC. Except to the extent of their respective pecuniary interests, Mr. Waechter and CPC disclaims beneficial ownership of the securities owned by Sunra. |
| 2. Sunra purchased from the Company a convertible debenture and accrued interest that is convertible into common stock. |
| 3. The debenture is currently convertible as to 647,135 shares, inclusive of interest. |
| 4. Sunra converted the convertible debenture and accrued interest into 647,135 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. |
| /s/ Joseph Waechter, Sunra Capital Holdings, Ltd. By: /s/ Joseph Waechter, President, California Pacific Capital LLC /s/ Joseph Waechter, Joseph Waechter, 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). | ||
| 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. | ||