SEC FORM 4

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^*

JANSING JOHN C

(Last)

(First)

(Middle)

C/O THE ALPINE GROUP, INC.

ONE MEADOWLANDS PLAZA, SUITE 801

(Street)

EAST RUTHERFORD

07073

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALPINE GROUP INC /DE/ [ APNI.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2006		A ^{( 4 )}		469	A	$3.2	393,155	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Cumulative Convertible Preferred Stock	$0.51 ^{( 1 )}	06/23/2003		P		620		11/11/2003 ^{( 2 )}	12/21/2009 ^{( 3 )}	Common Stock	460,666	$380	620	D

Explanation of Responses:

1. As previously disclosed in the Company's filings with the Commission, the original conversion price of the Series A Preferred Stock ($0.55) was adjusted to $0.51, as a result of the payment of a special dividend in respect of the Company's Common Stock.

2. Convertible into common stock at any time after the earlier to occur of (y) the consummation of the first public offering to stockholders of the Company of rights to purchase shares of Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") and (z) March 31, 2004, and prior to (i) the date which is 10 days preceding the date fixed for the redemption of the Series A Preferred Stock if there is no default in payment of the change of control redemption price and (ii) December 21, 2009.

3. The Company will redeem 1/12th of the outstanding shares of Series A Preferred Stock on December 31, 2009 and on the last day of every calendar quarter thereafter until all outstanding shares of Series A Preferred Stock have been redeemed.

4. Grant of restricted stock pursuant to the Company's Non-employee Director Compensation Plan.

Remarks:

	Stewart H. Wahrsager	03/09/2006
	** 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).
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