- Amended Annual Statement of Changes in Beneficial Ownership (5/A)
March 18 2009 - 5:22PM
Edgar (US Regulatory)
FORM 5
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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
*
ESANU WARREN H
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2. Issuer Name
and
Ticker or Trading Symbol
PORTA SYSTEMS CORP [PORT]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O PORTA SYSTEMS CORP, 6581 JERICHO TURNPIKE
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2008
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(Street)
SYOSSET, NY 11791
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
2/13/2009
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ 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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Amount
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(A) or (D)
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Price
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Common Stock
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8/1/2008
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J
(1)
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26977
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A
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$.012
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26977
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D
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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 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
(MM/DD/YYYY)
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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 at End of Issuer's Fiscal Year
(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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(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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Stock Option
(2)
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$1.725
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11/1/1999
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4/30/2009
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Common Stock
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5000
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0
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D
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Stock Option
(2)
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$2.03
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11/1/2000
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4/30/2010
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Common Stock
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5000
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0
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D
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Stock Option
(2)
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$0.32
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11/1/2001
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4/30/2011
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Common Stock
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5000
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0
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D
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Stock Option
(2)
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$0.07
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11/1/2002
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4/30/2012
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Common Stock
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5000
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0
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D
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Stock Option
(2)
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$0.031
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11/1/2003
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4/30/2013
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Common Stock
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5000
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0
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D
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Stock Option
(2)
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$0.073
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11/1/2004
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4/30/2014
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Common Stock
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5000
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0
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D
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Stock Option
(2)
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$0.14
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11/1/2005
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4/30/2015
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Common Stock
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5000
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0
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D
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Stock Option
(2)
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$0.11
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11/1/2006
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4/30/2016
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Common Stock
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5000
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0
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D
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Stock Option
(2)
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$0.14
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11/1/2007
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4/30/2017
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Common Stock
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5000
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0
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D
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Stock Option
(2)
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$3.85
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4/30/2008
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J
(3)
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2000
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5/1/1998
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4/30/2008
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Common Stock
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2000
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$0
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0
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D
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Stock Option
(2)
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$0.03
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5/1/2008
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L
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5000
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11/1/2008
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4/30/2018
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Common Stock
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5000
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$0
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50000
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D
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Explanation of Responses:
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(
1)
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Transaction Code J (other acquisition or disposition): common stock ssued pursuant to a debt restructuring plan of the
Company's senior and subordinated debt whereby Mr. Esanu received 26, 977 shares of common stock and a subordinated note in
the amount of $33,537 in exchange for (i) a subordinated note in the principal amount of $100,000 on which there was accrued
interest of $120,788.25, and (ii) a principal-in-kind note in the amount of $16,968.87 (which was a conversion into
principal of certain accured interest on the subordinated note), on which there was accrued interest of $22,554.96.
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(
2)
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The options are granted pursuant to one of the Company's 16b-3 stock incentive plans, and are exercisable in installments.
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(
3)
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Transaction Code J (other acquisition or disposition): stock options expired by the terms of the stock option agreement.
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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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ESANU WARREN H
C/O PORTA SYSTEMS CORP
6581 JERICHO TURNPIKE
SYOSSET, NY 11791
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X
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Signatures
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/s/ Warren H. Esanu
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3/18/2009
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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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