| 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
AMERIGON INC [ ARGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
12/15/2005 |
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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 | 12/15/2005 | J ( 1 ) | 2,135,182 | D | ( 1 ) | 0 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/15/2005 | J ( 1 ) | 519,896 | A | ( 1 ) | 519,896 | I | See Footnote ( 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 | ||||||||
| Series A Convertible Preferred Stock | ( 4 ) | 12/15/2005 | J ( 1 ) | 4,500 | ( 4 ) | ( 4 ) | Common Stock | 2,686,567 | ( 1 ) | 0 | I | See Footnote ( 2 ) | |||
| Series A Convertible Preferred Stock | ( 4 ) | 12/15/2005 | J ( 1 ) | 4,500 | ( 4 ) | ( 4 ) | Common Stock | 2,686,567 | ( 1 ) | 4,500 | I | See Footnote ( 3 ) | |||
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. Thomas M. Wheeler controls TMW Enterprises Inc. ("TMWE"), the general partner of W III H Partners, L.P. ("W III H"), which held a majority interest in Big Beaver Investments LLC, a limited liability company ("Big Beaver"). On the Transaction Date, Big Beaver distributed to its members all of its Issuer common stock and preferred stock in connection with the dissolution of Big Beaver. As permitted, the Reporting Persons previously reported on Form 4 all securities held by Big Beaver rather than the Reporting Persons' allocable portion thereof. The common stock and preferred stock distributed to W III H in connection with the dissolution of Big Beaver currently constitute a greater than 10% beneficial ownership interest of the Issuer's outstanding shares of common stock and preferred stock (on an as converted basis). |
| 2. The securities described were held by Big Beaver, which has dissolved. Thomas M. Wheeler controls TMWE, the general partner of W III H, which held a majority interest in Big Beaver prior to Big Beaver's dissolution. |
| 3. Thomas M. Wheeler controls TMWE, the general partner of W III H which holds the reported securities which currently constitute a greater than 10% beneficial ownership interest of the issuer's outstanding shares of common stock and preferred stock (on an as-converted basis). Thomas M. Wheeler disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. TMWE disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| 4. Each share of Series A Convertible Preferred Stock is convertible into a number of shares of common stock equal to 1,000/1.675 and has no expiration date. |
| Thomas M. Wheeler | 12/15/2005 | |
| W III H Partners, LP By: TMW Enterprises By: Robert T. Howard President | 12/15/2005 | |
| TMW Enterprises Inc. By: Robert T. Howard, President | 12/15/2005 | |
| ** 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. | ||