INTRAWARE INC 4
4 · INTRAWARE INC · Filed Dec 8, 2008
Insider Transaction Report
Form 4
INTRAWARE INCITRA
Transactions
- Sale
Common Stock
2008-12-05$3.70/sh−7,500$27,750→ 710,242 total(indirect: See Footnote) - Sale
Common Stock
2008-12-08$3.70/sh−72,200$267,140→ 638,042 total(indirect: See Footnote) - Sale
Common Stock
2008-12-04$3.70/sh−9,500$35,150→ 717,742 total(indirect: See Footnote)
Footnotes (2)
- [F1]The filing of this Form 4 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the manager of Prescott Capital, is or was, for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any of the shares of common stock of Intraware, Inc. (the "Common Stock") purchased by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. or Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Phil Frohlich disclaim such beneficial ownership.
- [F2]Prescott Capital holds indirectly 638,042 shares of Common Stock of Intraware, Inc. through the account of the Master Fund, of which the Prescott Capital is the Investment Manager. The Master Fund holds the shares of Common Stock for the accounts of the Small Cap Funds, of which Prescott Capital is the Investment Manager. Prescott Capital receives a portion of the profits in the way of a capital allocation from, and owns a partnership interest in, the Small Cap Funds. Phil Frohlich reports the shares held indirectly by Prescott Capital because, as the manager of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities.