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*
KINGSTOWN CAPITAL PARTNERS, LLC

(Last) (First) (Middle)
1270 BROADWAY
SUITE 1009

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WHITNEY INFORMATION NETWORK INC [ RUSS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1.
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2009
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 03/05/2009 P 20,000 A $0.58 317,500 I(1) By Kingstown Capital Management L.P.(2)
Common Stock 2,450 I(1) By Guy Shanon(3)
Common Stock 883,500 I(1) By Kingstown Partners L.P.(4)
Common Stock 14,800 I(1) By Michael Blitzer(5)
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
1. Name and Address of Reporting Person*
KINGSTOWN CAPITAL PARTNERS, LLC

(Last) (First) (Middle)
1270 BROADWAY
SUITE 1009

(Street)
NEW YORK NY 10001

(City) (State) (Zip)

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

(Last) (First) (Middle)
1270 BROADWAY
SUITE 1009

(Street)
NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1.
1. Name and Address of Reporting Person*
SHANON GUY

(Last) (First) (Middle)
1270 BROADWAY
SUITE 1009

(Street)
NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1.
1. Name and Address of Reporting Person*
KINGSTOWN PARTNERS L.P.

(Last) (First) (Middle)
1270 BROADWAY
SUITE 1009

(Street)
NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1.
1. Name and Address of Reporting Person*
KINGSTOWN CAPITAL MANAGEMENT L.P.

(Last) (First) (Middle)
1270 BROADWAY
SUITE 1009

(Street)
NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1.
1. Name and Address of Reporting Person*
KINGSTOWN MANAGEMENT GP LLC

(Last) (First) (Middle)
1270 BROADWAY
SUITE 1009

(Street)
NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1.
Explanation of Responses:
1. This report is filed jointly by Kingstown Capital Partners LLC ("Kingstown GP"), Kingstown Partners L.P. ("Kingstown"), Kingstown Capital Management L.P. ("Kingstown Capital"), Kingstown Management GP LLC ("Kingstown Management"), Michael Blitzer and Guy Shanon. Kingstown GP is the general partner of Kingstown. Mr. Blitzer and Mr. Shanon are each managing members of Kingstown GP. Kingstown Management is the general partner of Kingstown Capital. Mr. Blitzer and Mr. Shanon are each managing members of Kingstown Management. By virtue of these relationships, each of the reporting persons may be deemed to be beneficial owners of more than 10% of the outstanding common stock of Whitney Information Network, Inc. (the "Issuer"). Each of the reporting persons disclaims beneficial ownership of shares of common stock of the Issuer not directly owned by it/him, except to the extent of its/his pecuniary interest therein.
2. Represents shares beneficially owned by Kingstown Capital that were acquired for the account of Absolute Opportunities Fund, a mutual fund, for which Kingstown Capital is a subadviser.
3. Represents shares owned directly by Mr. Shanon.
4. Represents shares owned directly by Kingstown.
5. Represents shares owned directly by Mr. Blitzer.
Remarks:
By: By: Michael Blitzer, Managing Member 03/12/2009
/s/ Blitzer, Michael 03/12/2009
/s/ Shanon, Guy 03/12/2009
By: By: Kingstown Capital Partners LLC, its General Partner, By: Michael Blitzer, Managing Member 03/12/2009
By: By: Kingstown Management GP LLC, its General Partner, By: Michael Blitzer, Managing Member 03/12/2009
By: By: Michael Blitzer, Managing Member 03/12/2009
** 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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