4//SEC Filing
SPENCER RICHARD S III 4
Accession 0000906344-04-000099
CIK 0000912365other
Filed
Apr 14, 8:00 PM ET
Accepted
Apr 15, 5:57 PM ET
Size
12.0 KB
Accession
0000906344-04-000099
Insider Transaction Report
Form 4
KFX INCKFX
WESTCLIFF CAPITAL MANAGEMENT LLC/CA
10% Owner
Transactions
- Purchase
Common Stock
2004-04-13$10.10/sh+317,200$3,203,498→ 2,859,700 total(indirect: By managed account) - Purchase
Common Stock
2004-04-14$10.15/sh+90,800$921,620→ 2,950,500 total(indirect: By managed account)
SPENCER RICHARD S III
Director10% Owner
Transactions
- Purchase
Common Stock
2004-04-13$10.10/sh+317,200$3,203,498→ 2,859,700 total(indirect: By managed account) - Purchase
Common Stock
2004-04-14$10.15/sh+90,800$921,620→ 2,950,500 total(indirect: By managed account)
Footnotes (6)
- [F1]The reporting persons ("Reporting Persons") are Westcliff Capital Management, LLC, an investment adviser ("WCM") and Richard S. Spencer III ("Spencer"), a manager and the majority member of WCM. Each Reporting Person disclaims membership in a group with any non-reporting person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act.
- [F2]These shares were acquired by investment advisory clients of WCM in which neither WCM nor Spencer has any ownership interest or any economic interest other than entitlement to investment advisory fees. Accordingly, neither WCM nor Spencer has any pecuniary interest in these shares and each disclaims beneficial ownership of the shares. WCM may, in the future, become entitled to performance-based fees from one or more of those investment advisory clients.
- [F3]Transactions in or the performance of one client account do not affet any performance fee payable by any other client account.
- [F4]This amount includes shares owned directly by investment limited partnerships of which WCM is the general partner and investment adviser and by investment advisory clients in which neither WCM nor Spencer has any ownership or other economic interest other than entitlement to investment advisory fees ("Separate Accounts"). Spencer and WCM disclaim beneficial ownership of any shares except to the extent of their respective pecuniary interests.
- [F5]Some Separate Accounts pay WCM performance-based fees; others pay only asset-based fees. Consistent with Note 2, and without limiting the generality of the disclaimer in Note 3, WCM and Spencer specifically disclaim any beneficial interest in shares held by Separate Accounts that do not pay performance-based fees and in shares held by Separate Accounts that do pay performance-based fees except to the extent WCM receives such fees under circumstances in which that receipt does not qualify for the exclusion in Rule 16a-1(a)(2)(ii)(C)(1) and (2).
- [F6]WCM has the right to designate two persons ("WCM Nominees") for appointment to the Issuer's board of directors in certain circumstances. Spencer has been so appointed. WCM Nominees so appointed will serve until the next stockholders meeting at which their terms expire. Thereafter, the Issuer will nominate WCM Nominees for election and recommend voting for those nominees. WCM Nominees that are elected to the board are to be appointed to the board's executive committee. These rights terminate immediately when WCM and its affiliates hold less than 400,000 shares of the Issuer's common stock. These rights could cause WCM and Spencer to be deemed insiders of the Issuer without regard to their ownership of Issuer's common stock.
Documents
Issuer
KFX INC
CIK 0000912365
Entity typeother
Related Parties
1- filerCIK 0001235465
Filing Metadata
- Form type
- 4
- Filed
- Apr 14, 8:00 PM ET
- Accepted
- Apr 15, 5:57 PM ET
- Size
- 12.0 KB