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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Preferred Stock (1) | (2) | 09/29/2005 | J(3) | 0 (4) | 09/30/2005(5) | (7) | Common Stock | (6) | (2) (4) | 24,084.769 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| 1818 FUND III LP C/O BROWN BROTHERS HARRIMAN & CO 140 BROADWAY NEW YORK, NY 10005 |
X | |||
| /s/ Lawrence C. Tucker, General Partner | 10/03/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Convertible Preferred Stock, Series H, par value $.01 per share (the "Series H Preferred"). |
| (2) | $1000 per share of Series H Preferred divided by the Conversion Price, set initially at $0.39 but adjusted to $0.20 as described below. |
| (3) | Pursuant to the adjustment provisions of the Series H Preferred, the conversion price of the Series H Preferred was adjusted as of the close of business on September 29, 2005 to a predetermined amount of $0.20 as Trinsic, Inc. failed to enter into certain contractual arrangements by such date. |
| (4) | As previously reported, 24084.769 shares of Series H Preferred initially convertible into 6,175,582 shares of Common Stock (after to giving effect to a one for ten reverse stock split announced on September 28, 2005) were received in July 2005 in exchange for (i) the cancellation of a promissory note in an aggregate principal amount of $20,000,000 plus a premium and accrued and unpaid interest thereon totaling in the aggregate $21,584,768.69 and (ii) a cash payment of $2,500,000. |
| (5) | Subject to receipt of shareholder approval. |
| (6) | The Series H Preferred is convertible into an additional 5,866,803 shares of Common Stock pursuant to the adjustment provisions of the Series H Preferred described above. The conversion price of the Series H Preferred is subject to further antidilution adjustment. |
| (7) | Not applicable. |
| Remarks: The 1818 Fund III, L.P. By: Brown Brothers Harriman & Co., its general partner | |