| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GABRIEL TECHNOLOGIES CORP [ GWLK.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2007 | ||||||||||||||||||||||||||
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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 | 05/17/2007 | J(1) | 50,000 | A | $0.3 | 2,025,000 | I | By Wayzata, LLC(2) | ||
| Common Stock | 05/17/2007 | J(3) | 250,000 | A | $0.2 | 2,275,000 | I | By Wayzata, LLC(2) | ||
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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 | ||||||||
| Warrant (right to buy) | $0.5 | 01/22/2007 | J(4) | 1 | 01/22/2007 | 12/30/2009 | Common Stock | 250,000 | (5) | 400,000(6) | I | By Wayzata, LLC(2) | |||
| Warrant (right to buy) | $0.5 | 01/23/2007 | P(7) | 1 | 01/23/2007 | 12/30/2009 | Common Stock | 157,500 | (5) | 557,500(8) | I | By Wayzata, LLC(2) | |||
| Explanation of Responses: |
| 1. The Company issued 50,000 shares of common stock to Wayzata, LLC, a South Dakota limited liability company, which is controlled by Mr. Suess, in satisfaction of its obligation to pay $15,000.00 to Mr. Suess in consideration for his services as a director of the Company. |
| 2. Wayzata, LLC is a South Dakota limited liability company which is controlled by Jerry Suess. |
| 3. The Company issued 250,000 shares of common stock to Wayzata, LLC in consideration of a personal guaranty by Mr. Suess of certain obligations of the Company. |
| 4. This warrant to purchase 250,000 shares of common stock was issued to Wayzata, LLC in consideration of a personal guaranty by Mr. Suess of certain obligations of the Company. |
| 5. Not applicable. |
| 6. Includes a warrant to purchase 250,000 shares of common stock held by Wayzata, LLC. |
| 7. This warrant to purchase 157,500 shares of common stock was issued to Wayzata, LLC in connection with a loan by Wayzata, LLC in favor of the Company in the amount of $315,000.00 dated January 23, 2007. |
| 8. Includes warrants to purchase 407,500 shares of common stock held by Wayzata, LLC. |
| Remarks: |
| /s/ Jerry M. Suess | 07/24/2007 | |
| ** 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. | ||