| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Prospect Acquisition Corp [ PAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
07/18/2007 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $0.0001 Par Value Per Share | 07/18/2007 | P | 2,587,500 | A | $0.0058 | 2,587,500 ( 1 ) | I | See Footnote ( 1 ) | ||
| Common Stock, $0.0001 Par Value Per Share | 08/01/2007 | S | 323,439 | D | $0.0058 | 2,264,061 ( 1 ) | I | See Footnote ( 1 ) | ||
| Common Stock, $0.0001 Par Value Per Share | 09/06/2007 | S | 107,813 | D | $0.0058 | 2,156,248 ( 1 ) | I | See Footnote ( 1 ) | ||
| Common Stock, $0.0001 Par Value Per Share | 10/15/2007 | P | 161,721 | A | $0.0058 | 2,317,969 ( 1 ) ( 2 ) | I | See Footnote ( 1 ) | ||
| Common Stock, $0.0001 Par Value Per Share | 10/25/2007 | S | 100,765 | D | $0.0035 | 3,762,516 ( 1 ) | I | See Footnote ( 1 ) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 | ||||||||
| Sponsors' Warrants ( 3 ) | $7.5 | 11/20/2007 | P | 3,150,000 | ( 4 ) | ( 5 ) | Common Stock, par value $0.0001 per share | 3,150,000 | $1 | 3,150,000 ( 1 ) | I | See Footnote ( 1 ) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Flat Ridge Investments LLC ("Flat Ridge") directly and beneficially owns all of the reported Common Stock and Sponsors' Warrants (as defined below). David A. Minella, the Managing Member of Flat Ridge, disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that David A. Minella is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 2. On October, 16, 2007, as a result of a 5-for-3 stock split declared by the Issuer's board of directors, an additional 1,545,312 shares of Common Stock were issued to Flat Ridge, bringing its total ownership as of October 16, 2007 to 3,863,281 shares of Common Stock. |
| 3. Sponsors' warrants (the "Sponsors' Warrants") are identical to the warrants offered by Prospect Acquisition Corp. (the "Issuer") in its initial public offering (the "IPO"), except for those differences set forth in the final prospectus relating to the IPO (the "Prospectus"). In addition, the Sponsors' Warrants generally are not transferable, assignable or saleable until 30 days after the completion of the Issuer's initial business combination, except to certain permitted transferees, and shall expire worthless if the Issuer does not complete an initial business combination within 24 months after the date of the Prospectus. |
| 4. The Sponsors' Warrants become exercisable on the later of the completion of the Issuer's initial business combination and 15 months from the date of the Prospectus, provided that the Sponsors' Warrants can not be exercised while subject to the transfer restrictions described above. |
| 5. The Sponsors' Warrants expire five years from the date of the Prospectus or earlier upon redemption or liquidation of the Issuer. |
| /s/ David A. Minella | 11/20/2007 | |
| /s/ David A. Minella, Managing Member of Flat Ridge Investments LLC | 11/20/2007 | |
| ** 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. | ||