| 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 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
THERMA WAVE INC [ TWAV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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, par value 0.001 | 05/17/2007 | U | 3,606,900(1) | D | $1.65 | 0 | I(2) | See Note (1) | ||
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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 B Convertible Preferred Stock | $1.55 | 05/17/2007 | U | 5,200 | 01/07/2007 | 11/22/2010 | Common Stock, par value 0.001 | 3,354,839 | $1,072.57 | 780,000(3) | I(2) | See Note (1) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The filing of this Form 4 shall not be construed as an admission that North Run Advisors, LLC, North Run Capital, LP, North Run GP, LP, Todd B. Hammer or Thomas B. Ellis is or was for the purposes of Section 16(a) of the Securities Exchange act of 1934, as amended, or otherwise the beneficial owner of any warrants convertible into shares of common stock of Therma Wave Inc. ("Warrants") owned by North Run Capital Partners, LP, North Run Qualified Partners, LP, North Run Offshore Partners, Ltd. or North Run Master Fund, LP. Pursuant to Rule 16a-1, each of North Run Advisors, LLC, North Run Capital, LP, North Run GP, LP, Todd B. Hammer and Thomas B. Ellis disclaim such beneficial ownership. |
| 2. North Run GP, LP and its general partner North Run Advisors, LLC indirectly hold Warrants on behalf of North Run Capital Partners, LP, North Run Qualified Partners, LP and North Run Master Fund, LP, of which North Run GP, LP is the general partner. North Run Capital, LP and its general partner North Run Advisors, LLC indirectly hold Warrants on behalf of North Run Capital Partners, LP, North Run Qualified Partners, LP, North Run Offshore Partners, Ltd. and North Run Master Fund, LP, for which North Run Capital, LP serves as investment manager. Thomas B. Ellis and Todd B, Hammer report the Warrants held indirectly held by North Run Advisors, LLC because, as the managers of North Run Advisors, LLC at the time of purchase, they controlled the voting and disposition of the securities. |
| 3. These 780,000 derivative securities represent Warrants, excercisable at $1.55 per share and expiring on 11/22/2010, as previously reported in the reporting persons' Form 3 filed with the Securities and Exchange Comission on 1/10/2007. |
| /s/ Todd B. Hammer and Thomas B. Ellis, managers of North Run Advisors LLC | 05/18/2007 | |
| /s/ Todd B. Hammer and Thomas B. Ellis, managers of the general partner of North Run Capital LP | 05/18/2007 | |
| /s/ Todd B. Hammer and Thomas B. Ellis, managers of the general partner of North Run GP LP | 05/18/2007 | |
| /s/ Thomas B. Ellis | 05/18/2007 | |
| /s/ Todd B. Hammer | 05/18/2007 | |
| ** 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. | ||