Edgar Filing: PELINO DENNIS L

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
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)		OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . . . .0.5

1. Name and Address of Reporting Person * Pelino Dennis L. (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 Executive Officer
1500 Ocean Drive Suite 1201	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)	4. Statement for Month/Day/Year 02/27/2003
(Street) Miami Beach, FL 33139		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

Common Stock

2/27/03

100,000

$1.54

406,222(*)

By Dennis L. Pelino and Merridith L. Pelino Declaration of Trust

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)
	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.

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

Explanation of Responses:

*All of the shares are held by the Dennis L. Pelino and Merridith L. Pelino Declaration of Trust of which the reporting person and his spouse are the trustees and beneficiaries. Does not include options to purchase 1,800,000 shares of the Company’s Common Stock granted to the reporting person at an exercise price of $.82 per share, all of which are fully vested. Also does not include options to purchase 1,900,000 shares of the Company’s Common Stock granted to the reporting person at an exercise price of $1.30 per share subject to vesting over a 3 year period commencing July 3, 2002.


	/s/ Dennis L. Pelino		2/27/03

	** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.		Page 2