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4//SEC Filing

WARNOCK DAVID L 4

Accession 0001209191-05-006327

CIK 0001094231other

Filed

Feb 1, 7:00 PM ET

Accepted

Feb 2, 5:50 PM ET

Size

17.0 KB

Accession

0001209191-05-006327

Insider Transaction Report

Form 4
Period: 2005-01-28
Transactions
  • Other

    5% Senior Convertible Note

    2005-01-28666,666(indirect: See Footnote 1)
    From: 2004-04-21Exp: 2005-01-31Common Stock
Footnotes (3)
  • [F1]CPS Fund II-A and CPS Fund II-B were direct beneficial owners of 5% Senior Convertible Notes in original principal amounts of $94,400 and $5,600. CPS II and the Managing Members may be deemed indirect beneficial owners of the securities held directly by CPS Fund II-A and CPS Fund II-B as a result of their relationships described in the General Remarks. CPS II and each of the Managing Members disclaims beneficial ownership of the securities held directly by CPS Fund II-A and CPS Fund II-B, except to the extent of its or his pecuniary interest therein. Each of CPS Fund II-A and CPS Fund II-B disclaims beneficial ownership of the securities held by the other.
  • [F2]The Issuer paid all amounts outstanding under the 5% Senior Convertible Notes held by CPS Fund II-A and CPS Fund II-B using proceeds from the public rights offering closed on January 27, 2005. Gross proceeds paid to CPS Fund II-A and CPS Fund II-B for the 5% Senior Convertible Notes were $98,046.68 and $5,816.33, respectively, for principal and interest.
  • [F3]The number of shares into which the 5% Senior Convertible Notes were convertible and the price per share for the shares underlying such notes depended on the offering price of future equity offerings and therefore is indeterminable. Assuming conversion had occurred in the rights offering at $0.15 per share, the principal amount of the 5% Convertible Notes would have converted into 629,333 and 37,333 shares of Common Stock for CPS II-A and CPS II-B, respectively.

Issuer

ENGLISH LANGUAGE LEARNING & INSTRUCTION SYSTEM INC

CIK 0001094231

Entity typeother

Related Parties

1
  • filerCIK 0001025664

Filing Metadata

Form type
4
Filed
Feb 1, 7:00 PM ET
Accepted
Feb 2, 5:50 PM ET
Size
17.0 KB