| 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
AMBASSADORS INTERNATIONAL INC [ AMIE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
05/30/2006 |
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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, $.01 par value per share | 05/30/2006 | P | 44,942 | A | $20.9994 | 1,464,274 | I | MLF Offshore and MLF Partners, L.P. ( 1 ) | ||
| Common Stock, $.01 par value per share | 05/30/2006 | P | 11,433 | A | $20.9994 | 362,144 | I | MLF Offshore Fund II, Ltd ( 2 ) | ||
| Common Stock, $.01 par value per share | 05/30/2006 | P | 7,015 | A | $20.9994 | 314,503 | I | MLF Offshore Fund, Ltd ( 3 ) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. This Form 4 is filed jointly by MLF Investments, LLC (MLFI), Matthew L. Feshbach, MLF Partners, L.P. (MLFP), MLF Offshore Portfolio Company, L.P. (MLF Offshore), MLF Cayman GP, Ltd. (MLF Cayman), MLF Capital Management L.P. (MLF Capital), MLF Offshore Fund, Ltd. (Fund) and MLF Offshore Fund II, Ltd (Fund II). MLFI, Mr. Feshbach, MLF Capital, MLF Holdings, and MLF Offshore are deemed to be 10% owners of the Issuer. These securities are owned directly by MLF Offshore and owned indirectly by MLF Cayman by being the gen. part. of MLF Offshore, MLF Capital by being the sole sharheolder of MLF Cayman, by MLF Holding by being the gen. part. of MLF Capital, by MLFI by being the investment adviser of MLF Offshore and by Mr. Feshbach by being the managing member of MLFI. Each of MLFI, Mr. Feshbach, MLFP, MLF Cayman, MLF Capital, Fund, and Fund II dislaims beneficial ownership of the shares owned by MLF Offshore except to the extent of their respective pecuniary interests therein. |
| 2. This Form 4 is jointly filed by MLF Investments, LLC (MLFI), Matthew L. Feshbach, MLF Partners, L.P. (MLFP), MLF Offshore Portfolio Company, L.P. (MLF Offshore), MLF Offshore Fund, Ltd. (Offshore Fund I),MLF Offshore Fund II, Ltd. (Offshore Fund II), MLF Cayman GP, Ltd. (MLF Cayman), MLF Capital Management L.P. (MLF Capital), and MLF Holdings LLC (MLF Holdings). MLFI, Mr. Feshbach, MLF Capital, MLF Holdings and MLF Offshore are deemed to be 10% owners of the Issuer. These securities are owned directly by Offshore Fund II and owned indirectly by (i) MLFI by virtue of it being the investment adviser of Offshore Fund II and (ii) by Mr. Feshbach by virtue of his postion as the managing member of MLFI. Each of MLFI and Mr. Feshbach disclaims beneficial ownership of the shares owned by Offshore Fund II except to the extent of their respective pecuniary interests therein. |
| 3. This Form 4 is jointly filed by MLF Investments, LLC (MLFI), Matthew L. Feshbach, MLF Partners, L.P. (MLFP), MLF Offshore Portfolio Company, L.P. (MLF Offshore), MLF Offshore Fund, Ltd. (Offshore Fund I), MLF Offshore Fund II, Ltd. (Offshore Fund II), MLF Cayman GP, Ltd. (MLF Cayman), MLF Capital Management L.P. (MLF Capital), and MLF Holdings LLC (MLF Holdings). MLFI, Mr. Feshbach, MLF Capital, MLF Holdings and MLF Offshore are deemed to be 10% owners of the Issuer. These securities are owned directly by Offshore Fund I and owned indirectly by (i) MLFI by virtue of it being the investment adviser of Offshore Fund I and (ii) by Mr. Feshbach by virtue of his postion as the managing member of MLFI. Each of MLFI and Mr. Feshbach disclaims beneficial ownership of the shares owned by Offshore Fund I except to the extent of their respective pecuniary interests therein. |
| By: MLF Investments, LLC, By: /s/ Matthew L. Feshbach | 05/31/2006 | |
| By: /s/ Matthew L. Feshbach | 05/31/2006 | |
| By: By: MLF Cayman G.P., Ltd., its general partner, By: /s/ MLF Capital Management, L.P., its sole shareholder, By: MLF Holdings, LLC, its general partners, By: /s/ Matthew L. Feshbach, its President | 05/31/2006 | |
| By: By: /s/ MLF Capital Management, L.P., its sole shareholder, By: /s/ Matthew L. Feshbach, its President | 05/31/2006 | |
| By: By: MLF Holdings LLC, its general partner, By: /s/ Matthew L. Feshbach, Managing Member | 05/31/2006 | |
| By: By: MLF Capital Management, L.P., its general partner, By: MLF Holdings, LLC, its general partner, By: /s/ Matthew L.Feshbach, its President | 05/31/2006 | |
| By: MLF Holdings LLC, /s/ Matthew L. Feshbach, Managing Member | 05/31/2006 | |
| /s/ MLF Offshore Fund, Ltd., | 05/31/2006 | |
| By: By: MLF Investments, LLC, its investment adviser, By: /s/ Matthew L. Feshbach, its managing member | 05/31/2006 | |
| ** 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 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. | ||