Stamford Industrial Group, Inc. - Statement of Changes in Beneficial Ownership (4)
December 28 2007 - 4:14PM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
*
Weggeman Albert W
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2. Issuer Name
and
Ticker or Trading Symbol
Stamford Industrial Group, Inc.
[
STMF.PK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO & President
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(Last)
(First)
(Middle)
ONE LANDMARK SQUARE, 21ST FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/27/2007
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(Street)
STAMFORD, CT 06901
(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)
_
X
_ Form filed by One Reporting Person
___ 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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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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Restricted Stock Award
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(1)
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12/27/2007
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D
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0
(1)
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(1)
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(1)
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Common Stock
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(1)
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(1)
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0
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D
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Stock option - right to purchase
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$0.64
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12/27/2007
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D
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1245710
(2)
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(2)
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(2)
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Common Stock
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1245709
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(2)
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0
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D
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Stock option - right to purchase
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$0.64
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12/27/2007
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D
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1245709
(3)
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(3)
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(3)
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Common Stock
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1245710
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(3)
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0
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D
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Restricted Stock Award
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(4)
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12/27/2007
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A
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0
(4)
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(4)
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12/27/2011
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Common Stock
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(4)
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(4)
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0
(4)
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D
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Stock option - right to purchase
(5)
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$1.25
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12/27/2007
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A
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484442
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(5)
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10/3/2016
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Common Stock
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484442
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(5)
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484442
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D
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Stock option - right to purchase
(6)
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$1.25
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12/27/2007
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A
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761267
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(6)
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10/3/2016
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Common Stock
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761267
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(6)
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761267
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D
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Stock option - right to purchase
(7)
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$1.25
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12/27/2007
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A
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1245710
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(7)
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10/3/2016
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Common Stock
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1245710
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(7)
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1245710
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D
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Explanation of Responses:
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(
1)
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This Restricted Stock Award was cancelled when the Restricted Stock Award acquired on 12/27/07 was granted.
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(
2)
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This Stock Option was cancelled when the Stock Option acquired on 12/27/07 was granted.
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(
3)
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This Stock Option was cancelled when the Stock Option acquired on 12/27/07 was granted.
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(
4)
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The Restricted Stock Award was granted under the Issuer's 2007 Stock Incentive Plan (the "Plan"). The Reporting Person is
entitled to receive (i) $1,000,000 of Restricted Stock upon the Issuer's achieving annual earnings before interest, taxes,
depreciation and amortization, and excluding capital gains ("Adjusted EBITDA" as defined in the Plan) as computed by the
Issuer on or prior to its filing of its annual report on Form 10-K, on a consistent basis, of at least $25,000,000 in a
fiscal year of the Issuer; (ii) $1,000,000 of Restricted Stock shall be granted upon the Issuer achieving annual Adjusted
EBITDA of at least $50,000,000 in a fiscal year of the Issuer; and (iii) $1,000,000 shall be granted upon the Issuer
achieving annual Adjusted EBITDA of at least $75,000,000 in a fiscal year of the Issuer.
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(
5)
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These options were granted under the Plan and are fully vested and exercisable.
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(
6)
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These options shall vest and become exercisable in 22 equal consecutive monthly tranches commencing on January 3, 2008, or
upon the occurrence of a Change-of-Control Event as defined in the Plan.
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(
7)
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These options were granted under the Plan and vest and become exercisable upon the later to occur of (i) the Company's common
stock reaching a price of $5.12 per share (subject to adjustment for stock splits and similar events) for 20 consecutive
trading days, and (ii) the aggregate amount of Adjusted EBITDA for any four consecutive calendar quarters, commencing with
the calendar quarter beginning January 1, 2008, being not less than $70,000,000. The shares of common stock acquirable on
exercise of these options may not be sold or otherwise transferred (except on the death of the Reporting Person) prior to
12/07/2011.
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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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Weggeman Albert W
ONE LANDMARK SQUARE
21ST FLOOR
STAMFORD, CT 06901
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CEO & President
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Signatures
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/s/ Albert W. Weggeman
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12/31/2007
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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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