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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
Z TEL TECHNOLOGIES INC [ ZTEL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year)
11/29/2004 |
||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 11/29/2004 | P | 125,359,350 | A | ( 1 ) ( 2 ) | 127,502,208 | I | See footnote ( 3 ) |
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 | ||||||||
Series E Preferred Shares ( 4 ) | $0 | 11/29/2004 | S | 4,166,667 | 09/30/2004 ( 6 ) | 11/29/2004 ( 6 ) | Common Stock | 105,175,675 | ( 1 ) | 0 | I | See footnote ( 3 ) | |||
Series G Preferred Shares ( 5 ) | $0 | 11/29/2004 | S | 125 | 09/30/2004 ( 6 ) | 11/29/2004 ( 6 ) | Common Stock | 20,183,675 | ( 2 ) | 0 | I | See footnote ( 3 ) |
Explanation of Responses: |
1. The reporting person disposed of 4,166,667 shares of the Series E Preferred, as defined below, in exchange for 105,175,675 shares of common stock on November 29, 2004 in an issuer exchange offer. |
2. The reporting person disposed of 125 shares of the Series G Preferred, as defined below, in exchange for 20,183,675 shares of common stock on November 29, 2004 in an issuer exchange offer. |
3. By The 1818 Fund III, L.P. ("Fund III"). Long is a general partner of Brown Brothers Harriman & Co. ("BBH"), the general partner of Fund III, and, as such, his pecuniary interest in the securities is limited to his percentage interest in BBH's interest in such securities. |
4. 8% Convertible Preferred Stock, Series E, par value $.01 per share (the "Series E Preferred"). |
5. 12% Junior Convertible Redeemable Preferred Stock, Series G, par value $.01 per share (the "Series G Preferred"). |
6. The issuer commenced an exchange offer on September 30, 2004 which expired on November 29, 2004. |
/s/ T. Michael Long | 12/01/2004 | |
** 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. |