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
CROWN RESOURCES CORP [ CRCE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
10/15/2002 |
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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 | 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) |
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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 | ||||||||
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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 | |
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. |