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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Horgen Chris H 207 EAST SIDE SQUARE HUNTSVILLE, AL 35801 |
X | |||
| /s/ Chris H. Horgen | 08/17/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Mr. Horgen's direct ownership in Common Stock increased from 17,011 shares to 37,511 as a result of the partial distribution, plus the 2,000 shares of Common Stock that are subject to options owned by Mr. Horgen which were issued to him for his services as a director of EMAG. |
| (2) | Southeastern Technology Fund, L.P. ("SETF") owned 145,814 shares of Common Stock. There are 74 limited partners of SETF. On August 15, 2005, SETF made a pro rata distribution of 36,426 shares of Common Stock to its 74 limited partners, and its general partner. |
| (3) | STF Partners II, L.P. ("STFP") owned 696,073 shares of Common Stock. There are 67 limited partners of STFP. On August 15, 2005, STFP made a pro rata distribution of 174,003 shares of Common Stock to its 67 limited partners, and its general partner. |
| (4) | STF Partners QP II, L.P., ("STFQP") owned 343,380 shares of Common Stock. There are 29 limited partners of STFQP. On August 15, 2005, STFQP made a pro rata distribution of 85,834 shares of Common Stock to its 29 limited partners, and its general partner. |
| (5) | STF Institutional Partners II, L.P. ("STFIP") owned 1,876,877 shares of Common Stock. There are 55 limited partners of STFIP. On August 15, 2005, STFIP made a pro rata distribution of 469,205 shares of Common Stock to its 55 limited partners, and its general partner. |
| (6) | Southeastern Capital Co., LLC ("SCC") is the general partner of SETF and owns a 1% equity and voting interest in SETF. SCC received 364 shares of Common Stock as part of a pro rata distribution of Common Stock to the partners of SETF. |
| (7) | Southeastern Capital Co. II, LLC ("SCCII") is the general partner of STFP, STFIP, and STFQP and owns a 0.9900% equity and voting interest in each of STFP, STFIP, and STFQP. SCCII received 7,218 shares of Common Stock as part of a pro rata distribution of Common Stock to the partners of STFP, STFIP, and STFQP. |
| (8) | Southeastern Management Co., LLC ("SMC") provides investment advisory and administrative services to SETF, STFP, STFIP, STFQP, SCC and SCCII. |
| (9) | SCC and SCCII, as the general partners of SETF; STFP; STFIP; and STFQP, and SMC, as the investment advisor for SETF; STFP; STFIP; STFQP; SCC; and SCCII, may each be deemed to hold voting and investment power for the shares held by the foregoing funds. SCC, SCCII and SMC disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein. |
| (10) | Mr. Horgen is a Senior Managing Partner of SETF, STFIP, STFP, and STFQP. Mr. Horgen owns an equity interest in SETF (6.5% owned through Horgen One Investments, LLC), STFIP (2.7775%), and STFP (2.9305% owned through Horgen Two Investments, LLC). SCC is the general partner of SETF, and owns a 1% equity and voting interest in SETF. Mr. Horgen ownes a 70% equity and voting interest in SCC. SCCII is the general partner of STFP, STFIP, and STFQP, and SCCII owns a 0.9900% equity and voting interest in each of STFP, STFIP, and STFQP. Mr. Horgen owns a 38.5699% equity and voting interest in SCCII. |
| (11) | Mr. Horgen is the Senior Managing Partner of SMC, which provides investment advisory and administrative services to SETF, STFP, STFIP, STFQP, SCC, and SCCII. Mr. Horgen owns an equity and voting interest in SMC equal to 38.5699%. |
| (12) | As the Senior Managing Partner and a member of the funds described above, Mr. Horgen may be deemed to hold voting and investment power for the shares held by such funds. Mr. Horgen disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of his proportionate pecuniary interests therein. |
| (13) | The total number of shares of Common Stock distributed was 765,468. Since SCC received and continues to hold 364 shares of Common Stock and SCCII received and continues to hold 7,218 shares of Common stock, this total distribution number was reduced by the amount of Common Stock received by SCC and SCCII. |