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*
PALOMA INTERNATIONAL L P

(Last) (First) (Middle)
TWO AMERICAN LANE

(Street)
GREENWICH CT 06836

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CROWN RESOURCES CORP [ CRCE ]
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)
10/15/2002
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
Common Stock 10/15/2002 J ( 1 ) ( 5 ) 31,728 A $0.75 31,723 I See ( 2 )
Common Stock 10/15/2002 J ( 3 ) 33,995 A $0.35 65,723 I See ( 2 )
Common Stock 01/15/2003 J ( 3 ) 24,822 A $0.35 90,545 I See ( 2 )
Common Stock 01/15/2003 J ( 1 ) ( 5 ) 23,166 A $0.75 113,711 I See ( 2 )
Common Stock 04/15/2003 J ( 3 ) 24,282 A $0.35 137,933 I See ( 2 )
Common Stock 04/15/2003 J ( 1 ) ( 5 ) 22,663 A $0.75 160,656 I See ( 2 )
Common Stock 04/21/2003 S 15,000 D $1.07 145,656 I See ( 2 )
Common Stock 04/23/2003 S 2,000 D $1.1 143,656 I See ( 2 )
Common Stock 04/25/2003 S 1,750 D $1.02 141,906 I See ( 2 )
Common Stock 05/15/2003 S 7,500 D $0.95 134,406 I See ( 2 )
Common Stock 05/16/2003 S 1,500 D $0.95 132,906 I See ( 2 )
Common Stock 06/05/2003 S 2,000 D $1 130,906 I See ( 2 )
Common Stock 06/09/2003 S 10,000 D $1 120,906 I See ( 2 )
Common Stock 06/23/2003 S 43,700 D $1 77,206 I See ( 2 )
Common Stock 06/24/2003 S 20,000 D $1 57,206 I See ( 2 )
Common Stock 07/01/2003 S 30,000 D $1 27,206 I See ( 2 )
Common Stock 07/02/2003 S 25,000 D $1.06 2,206 I See ( 2 )
Common Stock 07/15/2003 J ( 1 ) ( 5 ) 22,915 A $0.75 25,121 I See ( 2 )
Common Stock 07/15/2003 J ( 3 ) 24,551 A $0.35 49,672 I See ( 2 )
Common Stock 07/16/2003 S 2,206 D $0.93 47,446 I See ( 2 )
Common Stock 10/01/2003 S 47,446 D $1.5 0 I See ( 2 )
Common Stock 10/06/2003 X 492,381 A $0.75 ( 4 ) 492,381 I See ( 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
2002 Common Stock Warrant $0.75 ( 4 ) 10/06/2003 X 492,381 ( 4 ) 09/06/2002 10/18/2006 Common Stock 492,381 ( 4 ) $0 0 I See ( 2 )
10% Secured Convertible Promissory Note due 10/19/06 $2.86 10/10/2003 C 149,000 06/11/2002 10/19/2006 Common Stock 425,714 $0 195,667 I See ( 2 )
10% Convertible Subordinated Promissory Note due 10/19/06 $1.33 10/10/2003 C 16,679 06/11/2002 10/19/2006 Common Stock 22,238 $0 672,652 I See ( 2 )
10% Secured Convertible Promissory Note due 10/19/06 $2.86 10/13/2003 C 17,500 06/11/2002 10/19/2006 Common Stock 50,000 $0 178,162 I See ( 2 )
10% Secured Convertible Promissory Note due 10/19/06 $2.86 10/14/2003 C 70,175 06/11/2002 10/19/2006 Common Stock 200,500 $0 107,992 I See ( 2 )
10% Secured Convertible Promissory Note due 10/19/06 $2.86 10/15/2003 C 107,992 06/11/2002 10/19/2006 Common Stock 308,548 $0 0 I See ( 2 )
10% Convertible Subordinated Promissory Note due 10/19/06 $1.33 10/16/2003 C 270,001 06/11/2002 10/19/2006 Common Stock 360,001 $0 402,651 I See ( 2 )
1. Name and Address of Reporting Person*
PALOMA INTERNATIONAL L P

(Last) (First) (Middle)
TWO AMERICAN LANE

(Street)
GREENWICH CT 06836

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SUSSMAN S DONALD

(Last) (First) (Middle)
6100 RED HOOK QUARTER
18B, SUITES C, 1-6

(Street)
ST. THOMAS VI 00802

(City) (State) (Zip)
Explanation of Responses:
1. Paloma International L.P. ("Paloma International"), through its wholly-owned subsidiary, Sunrise Partners Limited Partnership, a Delaware limited partnership ("Sunrise"), held 10% Convertible Subordinated Promissory Notes due October 19, 2006 ("Subordinated Notes") issued by Crown Resources Corporation ("Issuer"). Pursuant to the Subordinated Notes, the Issuer has the option, in its sole discretion, to pay any interest accrued and payable to Sunrise in shares of common stock instead of cash, at the fixed conversion price. These acquisitions of shares were as a result of the Issuer's election to pay Sunrise interest under the Subordinated Notes in shares of common stock.
2. The securities are owned indirectly by Paloma International through its subsidiary, Sunrise. Paloma GP LLC is the general partner of Paloma International. S. Donald Sussman is the controlling person of Paloma GP LLC and therefore may be deemed to share beneficial ownership of the shares beneficially owned by Paloma International and Paloma GP LLC. Paloma GP LLC and Mr. Sussman each disclaims beneficial ownership of the securities with respect to which indirect beneficial ownership is reported in this Form 4, except to the extent of its or his respective pecuniary interest therein. Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that the filing of this Form 4 and the statements made herein shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Form.
3. Paloma International, through its subsidiary, Sunrise, held 10% Secured Convertible Promissory Notes due October 19, 2006 ("Secured Notes") issued by the Issuer. Pursuant to the Secured Notes, the Issuer has the right to pay any interest accrued and payable to Sunrise in shares of common stock, at the fixed conversion price, at the Issuer's sole discretion. The acquisition of shares by Paloma International, through Sunrise, was as a result of the Issuer's election to pay Sunrise interest under the Secured Notes in shares of common stock. Prior to June 10, 2003, Paloma International held the Secured Notes through Paloma Securities. On June 10, 2003 Paloma Securities transferred its ownership interests in the Secured Notes to Sunrise.
4. Sunrise acquired the warrants from Paloma Securities (as defined below) on June 10, 2003. The warrants originally were exercisable for 984,762 shares of common stock at an exercise price of $0.75 per share. However, in lieu of paying an exercise price, Sunrise elected to exercise such warrants on a "cashless" basis and received 492,381 shares of common stock pursuant thereto.
5. Prior to June 10, 2003, Paloma International held the Subordinated Notes through Paloma Securities LLC, a Delaware limited liability company ("Paloma Securities"), a wholly-owned subsidiary of Sunrise. On June 10, 2003 Paloma Securities transferred its ownership interests in the Subordinated Notes to Sunrise.
Remarks:
This Form 4 is being filed in two (2) parts. This Part 1 includes 22 of the 37 transactions reported on Table I of this Form 4. The remaining 22 transactions on Table I are being reported in Part 2, which was filed on November 25, 2003.
Michael J. Berner, Vice President of Paloma GP LLC, GP of Paloma International L.P. 11/24/2003
S. Donald Sussman 11/24/2003
** Signature of Reporting Person Date
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