- Statement of Changes in Beneficial Ownership (4)
December 23 2011 - 10:38AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Southpaw Credit Opportunity Master Fund, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
MANGO CAPITAL INC
[
MGOF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
TWO GREENWICH OFFICE PARK
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/22/2011
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(Street)
GREENWICH, CT 06831
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/22/2011
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S
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1482128
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D
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$0.1
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0
(1)
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I
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See Footnote
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The filing of this Form 4 shall not be construed as an admission that (i) Southpaw Credit Opportunity Master Fund LP ("Fund"), (ii) Southpaw Asset Management LP ("Southpaw Management") (iii) Southpaw Holdings LLC ("Southpaw Holdings") (iv) Kevin Wyman or (v) Howard Golden is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of shares of common stock of Mango Capital, Inc. (the "Issuer") ("Common Stock") held by Fund. Pursuant to Rule 16a-1, Fund, Southpaw Management, Southpaw Holdings, Mr. Wyman and Mr. Golden disclaim such beneficial ownership beyond their pecuniary interest.
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(
2)
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Prior to the sale of Common Stock reported in this Form 4, (i) Southpaw Management held shares of Common Stock indirectly through the account of Fund, of which Southpaw Management serves as the investment manager; Southpaw Management receives a performance-based and an asset-based fee for managing the investments of Fund; (ii) Southpaw Holdings reported the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities; and (iii) Messrs. Wyman and Golden reported the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Southpaw Credit Opportunity Master Fund, L.P.
TWO GREENWICH OFFICE PARK
GREENWICH, CT 06831
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X
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Southpaw Asset Management LP
TWO GREENWICH OFFICE PARK
GREENWICH, CT 06831
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X
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Southpaw Holdings LLC
TWO GREENWICH OFFICE PARK
GREENWICH, CT 06831
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X
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Wyman Kevin
TWO GREENWICH OFFICE PARK
GREENWICH, CT 06831
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X
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Golden Howard
TWO GREENWICH OFFICE PARK
GREENWICH, CT 06831
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X
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Signatures
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/s/ Howard Golden, managing member Southpaw GP, LLC, general partner, Southpaw Credit Opportunity Master Fund LP
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12/23/2011
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**
Signature of Reporting Person
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Date
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/s/ Howard Golden, managing member, Southpaw Holdings LLC, general partner, Southpaw Asset Management LP
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12/23/2011
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**
Signature of Reporting Person
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Date
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/s/ Howard Golden, managing member, Southpaw Holdings LLC
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12/23/2011
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**
Signature of Reporting Person
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Date
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/s/ Kevin Wyman
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12/23/2011
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**
Signature of Reporting Person
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Date
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/s/ Howard Golden
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12/23/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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