| 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
COSINE COMMUNICATIONS INC [ COSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year)
07/21/2005 |
||||||||||||||||||||||||||
| 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 | 07/21/2005 | S | 883,161 | D | $2.25 | 0 | I | see footnotes ( 1 ) ( 2 ) | ||
| Common Stock | 07/21/2005 | S | 7,307 | D | $2.25 | 0 | I | Eagle Ventures WF, LLC ( 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. This Form 4 is filed jointly by R. David Spreng, Crescendo World Fund, LLC ("CWF LLC"), Crescendo III, L.P. ("C III LP"), Crescendo III Executive Fund, L.P. ("C III EF LP") and Crescendo III, GbR ("C III GbR"). 173,856 securities reported in this Form 4 are owned directly by CWF LLC, and owned indirectly by Crescendo Ventures World Fund, LLC ("CVWF LLC"), its general partner. 675,325 securities reported in this Form 4 are directly owned by C III LP, and owned indirectly by Crescendo Ventures III, LLC ("CV III LLC"), its general partner. 20,059 securities reported in this Form 4 are owned directly by C III EF LP, and owned indirectly by CV III LLC, its general partner. 13,921 securities reported in this Form 4 are owned directly by C III GbR, and indirectly by CV III LLC, its general partner. |
| 2. R. David Spreng, in his capacity as Managing Member for CVWF LLC and CV III LLC may be deemed to have sole votingr and dispositive power over these shares. Mr. Spreng disclaims beneficial ownership, except to the extent of his pecuniary interest therein. |
| 3. Securities are directly owned by EVWF LLC and R. David Spreng, in his capacity as Managing Member of EVWF LLC, may be deemed to have sole voting and dispositive power over these shares. Mr. Spreng disclaims beneficial ownership, except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ R. David Spreng | 07/25/2005 | |
| /s/ R. David Spreng, as Managing Member of Crescendo Ventures World Fund, LLC, the general partner of Crescendo World Fund, LLC | 07/25/2005 | |
| /s/ R. David Spreng, as Managing Member of Crescendo Ventures III, LLC, the general partner of Crescendo III, LP | 07/25/2005 | |
| /s/ R. David Spreng, as Managing Member of Crescendo Ventures III, LLC, the general partner of Crescendo III Executive Fund, L.P. | 07/25/2005 | |
| /s/ R. David Spreng, as Managing Member of Crescendo Ventures III, LLC, the general partner of Crescendo III, GbR | 07/25/2005 | |
| /s/ R. David Spreng, as Managing Member of Eagle Ventures WF, LLC | 07/25/2005 | |
| ** 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. | ||