Edgar Filing: CRAIN BOHN H

Form 4 – Statement of Changes in Beneficial Ownership – EDGAR Services Provided by St Ives Burrups

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
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1. Name and Address of Reporting Person * Crain, Bohn H. (Last) (First) (Middle)	2. Issuer Name Stonepath Group, Inc. and Ticker or Trading Symbol STG		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) Chief Financial Officer
1600 Market Street, Suite 1515	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)	4. Statement for Month/Day/Year 3/25/03
(Street) Philadelphia, Pennsylvania 19103		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person
(City) (State) (Zip)

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. Owner-
    ship
    Form:
    Direct
    (D) or
    Indirect (I)

    (Instr. 4)

7.  Nature of
     Indirect
     Beneficial
     Ownership

     (Instr. 4)

Code

Amount

(A) or (D)

Price

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).		(Over)
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Form 4
(continued)

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. Conver-
    sion or
    Exer-
    cise
    Price of
    Deriva-
    tive
    Security

3. Trans-
    action
    Date

    (Month/
    Day/
    Year)

3A. Deemed
      Execu-
      tion
      Date,
      if any

      (Month/
      Day/
      Year)

4. Trans-
    action
    Code
    (Instr. 8)

5. Number
    of Deri-
    vative
    Securities
    Acquired
    (A) or
    Disposed
    of (D)

    (Instr. 3, 4
    and 5)

6. Date
    Exercis-
    able
    (DE) and
    Expiration
    Date (ED)
    (Month/
    Day/
    Year)

7. Title and
    Amount of
    Underlying
    Securities
    (Instr. 3
    and 4)

8. Price of
     Deriv-
     ative
     Security
     (Instr. 5)

9. Number
    of Deri-
    vative
    Securi-
    ties
    Benefi-
    cially
    Owned
    Follow-
    ing
    Reported
    Trans-
    action(s)

    (Instr. 4)

10. Owner-
      ship
      Form of
      Deriv-
      ative
      Security:
      Direct
      (D) or
      Indirect
      (I)

      (Instr. 4)

11. Nature of
      Indirect
      Benefi-
      cial
      Owner-
      ship
      (Instr. 4)

Code

(A)

(D)

Title

Amount
or
Number
of
Shares

Employee Stock Options (right to buy)

$1.81

3/25/03

(A)

25,000

(1)

3/25/13

Common Stock

25,000

25,000(2)

(D)

Explanation of Responses:

(1) Options vest and become exercisable based upon continued employment with the Company with one-third vested on the date of grant and the remaining two-thirds vesting on a pro rata basis monthly over the twenty-four month period following the date of grant.
(2) Excludes options to purchase 200,000 shares of common stock granted on February 24, 2003; options to purchase 200,000 shares of common stock granted on July 3, 2002; and options to purchase 150,000 shares of common stock granted on January 10, 2002.


	/s/ Bohn H. Crain		3/27/03

	** Signature of Reporting Person		Date


**	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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