| 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
ROOMLINX INC [ RMLX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2012 | ||||||||||||||||||||||||||
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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 | 02/13/2012 | J(2) | 164,695 | D | $0(2) | 375,518 | I | See Footnotes(1)(3) | ||
| Common Stock | 02/13/2012 | J(2) | 164,695 | A | $0(2) | 187,875 | I | See Footnotes(1)(4) | ||
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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 | ||||||||
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 Form is filed on behalf of Verition Fund Management LLC ("Verition"), Nicholas Maounis, and Ricky Solomon, and relates to shares held for the accounts of Verition Multi-Strategy Master Fund Ltd. (the "Fund"), Wilmot Advisors LLC ("Wilmot"), and Mr. Solomon. Verition serves as the investment manager to the Fund, and in such capacity, may be deemed to have voting and dispositive power over the shares held for the Fund. Nicholas Maounis is the managing member of Verition and Ricky Solomon is the managing member of Wilmot. Verition previously served as investment manager to Wilmot, however due to the termination of the investment management agreement, Verition no longer has voting and dispositive power over the shares held for Wilmot. Each of the Reporting Persons disclaims beneficial ownership for purposes of Section 16 of the Securities and Exchange Act of 1934 except as to the extent of such Reporting Person's individual pecuniary interest therein. |
| 2. On the Transaction Date, Verition Fund Management LLC ("Verition") terminated its investment management agreement with Wilmot Advisors LLC ("Wilmot"). Prior to the Transaction Date, Verition had voting and dispositive power over the shares held for Wilmot. As a result of the termination of the investment management agreement, Ricky Solomon will now have voting and dispositive power over the shares held for Wilmot. |
| 3. 375,518 shares of the reported securities may be deemed beneficially owned by Verition Fund Management LLC ("Verition") and Nicholas Maounis, the managing member of Verition. Mr. Maounis disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in the securities owned by Verition except to the extent, if any, of his pecuniary interest therein. |
| 4. 187,875 shares of the reported securities may be deemed beneficially owned by Ricky Solomon, the managing member of Wilmot Advisors LLC ("Wilmot"). This amount includes: A) 164,695 shares held for the account of Wilmot; and B) 23,180 shares held in his own name. Mr. Solomon disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in the securities owned by Wilmot except to the extent, if any, of his pecuniary interest therein. |
| Remarks: |
| Prior to termination of the investment management agreement between Verition Fund Management LLC ("Verition") and Wilmot Advisors LLC ("Wilmot"), Verition, as investment manager to Wilmot, had voting and dispositive power over the shares held for the account of Wilmot. Out of an abundance of caution, in the initial Form 3, shares held for the account of Wilmot were included in the shares reported as beneficially owned by Verition, although Verition disclaimed such beneficial ownership except to the extent of its pecuniary interest therein. Verition does not believe that it had pecuniary interest with respect to the shares held for the account of Wilmot, under Rule 16a-1(a)(2). |
| /s/ Ted Hagan, CFO, Verition Fund Management LLC | 02/15/2012 | |
| /s/ Nicholas Maounis | 02/15/2012 | |
| /s/ Ricky Solomon | 02/15/2012 | |
| ** 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. | ||