Hsw International, Inc. - Statement of Changes in Beneficial Ownership (4)
July 11 2008 - 4:42PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Eastern Advisors Capital Group LLC
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2. Issuer Name
and
Ticker or Trading Symbol
HSW International, Inc.
[
HSWI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
101 PARK AVENUE, 48TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/2/2008
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(Street)
NEW YORK, NY 10178
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock ($0.001 par value)
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7/2/2008
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P
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327000
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A
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$2.5706
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6829265
(2)
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I
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By: Eastern Advisors Capital, Ltd.
(1)
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Common Stock ($0.001 par value)
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7/3/2008
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P
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55000
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A
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$2.554
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6884265
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I
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By: Eastern Advisors Capital, Ltd.
(1)
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Common Stock ($0.001 par value)
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7/7/2008
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P
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12615
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A
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$2.4948
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6896880
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I
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By: Eastern Advisors Capital, Ltd.
(1)
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Common Stock ($0.001 par value)
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7/10/2008
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P
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79411
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A
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$2.593
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6976321
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I
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By: Eastern Advisors Capital, Ltd.
(1)
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Common Stock ($0.001 par value)
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7/11/2008
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P
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50000
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A
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$2.8292
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7026321
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I
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By: Eastern Advisors Capital, Ltd.
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Eastern Advisors Capital Group, LLC (the "Investment Manager") serves as investment manager to Eastern Advisors Capital, Ltd. (the "Fund"), the direct owner of the subject securities. Scott Booth is the Managing Member of the Investment Manager and a Director of the Fund. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
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(
2)
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On July 1, 2008, each of Eastern Advisor Fund, LP and Eastern Advisor Offshore Fund, Ltd. transferred substantially all of its assets, including its ownership of the subject securities, to Eastern Advisors Capital, Ltd. as part of a conversion to a "master-feeder" investment fund structure.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Eastern Advisors Capital Group LLC
101 PARK AVENUE, 48TH FLOOR
NEW YORK, NY 10178
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X
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Eastern Advisors Capital, Ltd.
101 PARK AVENUE, 48TH FLOOR
NEW YORK, NY 10178
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X
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BOOTH SCOTT
101 PARK AVENUE, 48TH FLOOR
NEW YORK, NY 10178
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X
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Signatures
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/s/ Scott Booth For himself, as Managing Member of the Investment Manager and as a Director of the Fund.
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7/11/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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