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*
ANGELO GORDON & CO LP/NY

(Last) (First) (Middle)
245 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
C&D TECHNOLOGIES INC [ CHP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 12/23/2010 P 345,029,647 A (1) 345,029,647 I See footnote(2)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
5.50% Convertible Senior Notes due 2026 $4.84 11/08/2010 P $10,350,000 (4) 11/15/2026 Common Stock 2,139,534 $7,555,500 $26,600,000 I See footnote(2)(3)
5.50% Convertible Senior Notes due 2026 (1) 12/23/2010 S $26,600,000 (4) 11/15/2026 Common Stock 5,498,706 $0 0 I See footnote(3)(5)
1. Name and Address of Reporting Person*
ANGELO GORDON & CO LP/NY

(Last) (First) (Middle)
245 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ANGELO JOHN M

(Last) (First) (Middle)
245 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GORDON MICHAEL L

(Last) (First) (Middle)
245 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Reporting Persons disposed of all their 5.25% Convertible Senior Notes due 2025 and 5.50% Convertible Senior Notes due 2026 in exchange for 345,029,647 shares of common stock in an issuer exchange offer. The 5.25% Convertible Senior Notes were not exercisable within 60 days of the time of the exchange offer. In connection with the exchange offer, the Reporting Persons received 3,962.18 shares of common stock for each $1,000 in principal amount of its 5.25% Convertible Senior Notes that had a face value of $60,496,000. The Reporting Persons also received 3,959.91 shares of common stock for each $1,000 in principal amount of its 5.50% Convertible Senior Notes that had a face value of $26,600,000.
2. These securities are held for the account of certain private investment funds for which Angelo, Gordon & Co., L.P. ("Angelo, Gordon") acts as investment adviser. John M. Angelo is a managing member of JAMG LLC, which is the general partner of AG Partners, L.P., which is the sole general partner of Angelo, Gordon. Mr. Angelo serves as the chief executive officer of Angelo, Gordon. Michael L. Gordon is the other managing member of JAMG LLC and is the chief operating officer of Angelo, Gordon.
3. The filing of this statement shall not be deemed an admission that either John M. Angelo or Michael L. Gordon is the beneficial owner of any securities not held directly for his respective account for purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
4. The 5.50% Convertible Senior Notes are immediately exercisable.
5. These securities were held for the account of certain private investment funds for which Angelo, Gordon acts as investment adviser. John M. Angelo is a managing member of JAMG LLC, which is the general partner of AG Partners, L.P., which is the sole general partner of Angelo, Gordon. Mr. Angelo serves as the chief executive officer of Angelo, Gordon. Michael L. Gordon is the other managing member of JAMG LLC and is the chief operating officer of Angelo, Gordon.
Remarks:
The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise.
/s/ Kirk Wickman, as Attorney-in-Fact of JAMG LLC, General Partner of AG Partners, L.P., General Partner of Angelo, Gordon & Co., L.P. 12/28/2010
/s/ Kirk Wickman, as Attorney-in-Fact 12/28/2010
/s/ Kirk Wickman, as Attorney-in-Fact 12/28/2010
** 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).
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