SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* HIG CAPITAL PARTNERS III LP (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE 27TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/07/2006	3. Issuer Name and Ticker or Trading Symbol WARRANTECH CORP [ WTEC.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	( 1 )	( 1 )	Common Stock	4,584,190	0.75	I	See footnote ( 2 )

1. Name and Address of Reporting Person* HIG CAPITAL PARTNERS III LP (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE 27TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)

1. Name and Address of Reporting Person* WT Acquisition Holdings LLC (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE 27TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)

Explanation of Responses:

1. The options are immediately exercisable and expire 12 months after the termination of the Merger Agreement dated June 7, 2006 among WT Acquisition Holdings, LLC ("Parent"), WT Acquisition Corp. ("Merger Sub") and Warrantech Corporation.

2. The option is held directly by Parent. Parent is owned 56% by H.I.G. Wtech, Inc. ("HIG Wtech") and 44% by H.I.G. Wtech Partners II, Inc. ("HIG Wtech Partners"). HIG Wtech and HIG Wtech Partners are controlled by H.I.G. Capital Partners III, L.P. ("HIG Capital Partners"), which owns approximately 50% of the outstanding stock of HIG Wtech (constituting a majority of the voting stock) and 100% of the outstanding stock of HIG Wtech Partners. HIG Capital Partners disclaims beneficial ownership of the options (and the underlying shares of common stock) except to the extent of its pecuniary interest therein.

	HIG Capital Partners III, LP By: HIG Advisors III, LLC, its general partner By: HIG GP-II, Inc., its manager /s/ Sami W. Mnaymneh, Co-President	06/19/2006
	WT Acquisition Holdings, LLC /s/ Douglas Berman, President	06/19/2006
	** 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 5 (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).
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