SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PHANSALKAR ROHIT
(Last) (First) (Middle)
C/O PHOENIX INDIA ACQUISITION CORP.
645 MADISON AVENUE, 12TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Phoenix India Acquisition Corp. [ PXIAU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/05/2006 M 50,397 A ( 1 ) 294,811 D
Common Stock 04/05/2006 M 1,108 A ( 1 ) 8,608 I By Daughter ( 2 )
Common Stock 04/05/2006 M 1,108 A ( 1 ) 8,608 I By Daughter ( 2 )
Common Stock 04/05/2006 M 1,108 A ( 1 ) 8,608 I By Son ( 2 )
Common Stock 04/05/2006 M 1,108 A ( 1 ) 8,608 I By Wife ( 2 )
Common Stock 04/05/2006 G 16,000 D $0 278,811 D
Common Stock 386,718 I By Phoenix Management Company LLC ( 3 )
Common Stock 93,750 ( 4 ) I By Phoenix Management Company LLC ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) ( 1 ) 04/05/2006 M 50,397 03/30/2006 05/18/2006 Common Stock and Warrants 50,397 $0 0 D
Stock Option (Right to Buy) ( 1 ) 04/05/2006 M 1,108 03/30/2006 05/18/2006 Common Stock and Warrant 1,108 $0 0 I By Daughter ( 2 )
Stock Option (Right to Buy) ( 1 ) 04/05/2006 M 1,108 03/30/2006 05/18/2006 Common Stock and Warrant 1,108 $0 0 I By Daughter ( 2 )
Stock Option (Right to Buy) ( 1 ) 04/05/2006 M 1,108 03/30/2006 05/18/2006 Common Stock and Warrant 1,108 $0 0 I By Son ( 2 )
Stock Option (Right to Buy) ( 1 ) 04/05/2006 M 1,108 03/30/2006 05/18/2006 Common Stock and Warrant 1,108 $0 0 I By Wife ( 2 )
Warrant (Right to Buy) $5 04/05/2006 A 50,397 ( 5 ) 03/20/2011 Common Stock 50,397 $0 391,491 D
Warrant (Right to Buy) $5 04/05/2006 A 1,108 ( 5 ) 03/20/2011 Common Stock 1,108 $0 8,608 I By Daughter ( 2 )
Warrant (Right to Buy) $5 04/05/2006 A 1,108 ( 5 ) 03/20/2011 Common Stock 1,108 $0 8,608 I By Daughter ( 2 )
Warrant (Right to Buy) $5 04/05/2006 A 1,108 ( 5 ) 03/20/2011 Common Stock 1,108 $0 8,608 I By Son ( 2 )
Warrant (Right to Buy) $5 04/05/2006 A 1,108 ( 5 ) 03/20/2011 Common Stock 1,108 $0 8,608 I By Wife ( 2 )
Warrant (Right to Buy) $5 ( 5 ) 03/30/2011 Common Stock 93,750 ( 4 ) 93,750 ( 4 ) I By Phoneix India Mangement Company LLC ( 3 )
Explanation of Responses:
1. The reported securities were issued upon the exercise of an option exercisable for units of Phoenix India Acquisition Corp., at an exercise price of $0.016 per unit. Each unit consists of one share of common stock and one warrant to purchase common stock.
2. Represents securities held by Mr. Phansalkar's wife or son, or by Mr. Phansalkar for the benefit of his two daughters.
3. Mr. Phansalkar is a member of Phoenix India Management Company LLC. Mr. Phansalkar has a pecuniary interest in only 96, 680 of the shares, and 23,437 of the units, held by such entity.
4. The reported securities are included within 93,750 units held by Phoenix India Management Company LLC. Each unit consists of one share of common stock and one warrant to purchase common stock.
5. The warrants will become exercisable on the later of (i) the completion by the issuer of a business combination with a target company and (ii) 3/30/2007.
/s/ Rohit Phansalkar 04/06/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.