4//SEC Filing
SPENCER RICHARD S III 4
Accession 0000906344-06-000497
CIK 0000912365other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 3:48 PM ET
Size
13.9 KB
Accession
0000906344-06-000497
Insider Transaction Report
Form 4
SPENCER RICHARD S III
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2006-12-20$528000.00/sh+60,000$31,680,000,000→ 3,430,900 total(indirect: See Footnotes) - Exercise of In-Money
Director Stock Option (Right to Buy)
2006-12-20−30,000→ 0 totalExercise: $8.20From: 2004-06-25Exp: 2011-06-24→ Common Stock (30,000 underlying)
WESTCLIFF CAPITAL MANAGEMENT LLC/CA
10% Owner
Transactions
- Exercise of In-Money
Director Stock Option (Right to Buy)
2006-12-20−30,000→ 0 totalExercise: $8.20From: 2004-06-25Exp: 2011-06-24→ Common Stock (30,000 underlying) - Exercise/Conversion
Common Stock
2006-12-20$528000.00/sh+60,000$31,680,000,000→ 3,430,900 total(indirect: See Footnotes)
Footnotes (4)
- [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. WCM acts as investment adviser and/or general partner for various accounts and investment funds that own the issuer's securities. WCM has the right to designate two persons for appointment to the Issuer's board of directors in certain circumstances. Until September 30, 2006, Spencer served as a member of that board. WCM has not nominated any replacement for Spencer or otherwise exercised its nomination right since that date, and has no representative on the issuer's board of directors. 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]This amount includes securities owned directly and in various accounts managed by WCM. These accounts include investment limited partnerships of which WCM is the general partner and investment adviser and other accounts in which neither WCM nor Spencer has any ownership or other economic interest other than entitlement to investment advisory compensation. Spencer and WCM disclaim beneficial ownership of any securities except to the extent of their respective pecuniary interests.
- [F3]Some accounts pay WCM performance-based compensation; others pay only asset-based compensation. WCM may, in the future, become entitled to performance-based compensation from one or more of the accounts that currently pay only asset-based compensation. WCM and Spencer specifically disclaim any beneficial interest in securities held by accounts that do not pay performance-based compensation and in securities held by accounts that do pay performance-based compensation except to the extent WCM receives such compensation under circumstances in which that receipt does not qualify for the exclusion in Rule 16a-1(a)(2)(ii)(C)(1) and (2).
- [F4]The reporting person for these transactions (exercises of options granted to Spencer as a director of the Issuer exempt under Rule 16b-3) is Spencer only. Spencer holds the shares of the Issuer's common stock issued upon exercise of the options directly.
Documents
Issuer
EVERGREEN ENERGY INC
CIK 0000912365
Entity typeother
Related Parties
1- filerCIK 0001235465
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 3:48 PM ET
- Size
- 13.9 KB