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
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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*
Southpaw Credit Opportunity Master Fund, L.P.

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTEREP NATIONAL RADIO SALES INC [ IREP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class A Common Stock 07/09/2007 P 36,000 A $0.23 42,521 ( 3 ) I ( 1 ) See Footnote ( 3 )
Class A Common Stock 07/11/2007 P 18,946 A $0.23 61,467 ( 3 ) I ( 1 ) See Footnote ( 3 )
Class A Common Stock 07/11/2007 P 11,054 A $0.23 750,733 ( 2 ) I ( 1 ) See Footnote ( 2 )
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
1. Name and Address of Reporting Person*
Southpaw Credit Opportunity Master Fund, L.P.

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Southpaw Asset Management LP

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Southpaw Holdings LLC

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Wyman Kevin

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Golden Howard

(Last) (First) (Middle)
FOUR GREENWICH OFFICE PARK

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
Explanation of Responses:
1. The filing of this Form 4 shall not be construed as an admission that (i) Southpaw Credit Opportunity Master Fund LP ("Fund"), (ii) Southpaw Asset Management LP ("Southpaw Management") (iii) Southpaw Holdings LLC ("Southpaw Holdings") (iv) Kevin Wyman or (v) Howard Golden is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of shares of common stock of Interep National Radio Sales, Inc. (the "Issuer") ("Common Stock") held by Fund and a separate account managed by Southpaw Management (the "Managed Account"). Pursuant to Rule 16a-1, Fund, Southpaw Management, Southpaw Holdings, Mr. Wyman and Mr. Golden disclaim such beneficial ownership.
2. Southpaw Management holds 750,733 shares of Common Stock indirectly through the account of Fund, of which Southpaw Management serves as the investment manager. Southpaw Management receives a performance-based and an asset-based fee for managing the investments of Fund. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.
3. Southpaw Management holds 61,467 shares of Common Stock indirectly through the account of the Managed Account, of which Southpaw Management serves as the investment manager. Southpaw Management receives a performance-based and an asset-based fee for managing the investments of the Managed Account. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.
/s/ Howard Golden, managing member Southpaw GP, LLC, general partner, Southpaw Credit Opportunity Master Fund LP 07/11/2007
/s/ Howard Golden, managing member, Southpaw Holdings LLC, general partner, Southpaw Asset Management LP 07/11/2007
/s/ Howard Golden, managing member, Southpaw Holdings LLC 07/11/2007
/s/ Kevin Wyman 07/11/2007
/s/ Howard Golden 07/11/2007
** 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).
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