| 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
WORLDGATE COMMUNICATIONS INC [ WGAT.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/11/2010 | ||||||||||||||||||||||||||
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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 | ||||||
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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) | $0.432 | 08/11/2010 | A | 8,000,000 | 08/11/2010 | 08/11/2020 | Common Stock, $0.01 par value | 8,000,000 | $0 | 8,000,000 | I(1) | By WGI Investor LLC(1)(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are held directly by WGI Investor LLC ("WGI Investor"). The securities are held indirectly by Manna Holdings, LLC ("Manna Holdings"), as holder of a substantial majority of the membership interests of WGI Investor, and Praescient, LLC ("Praescient"), as the sole manager of WGI Investor and managing member of Manna Holdings. Robert Stevanovski is the manager of Praescient. |
| 2. Robert Stevanovski is a principal of Manna Holdings and the manager of Praescient, which serves as the manager of WGI Investor, and as the managing member of Manna Holdings. Manna Holdings is the holder of a substantial majority of the membership interests of WGI Investor. As such, Mr. Stevanovski, Praescient and Manna Holdings may be deemed to beneficially own the securities reported herein and owned directly by WGI Investor. Each of Mr. Stevanovski, Praescient and Manna Holdings disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such reporting person's pecuniary interest therein. |
| Remarks: |
| This report is filed jointly by WGI Investor, Manna Holdings, Praescient and Robert Stevanovski, all of whom may be deemed to beneficially own more than 10% of a class of the Issuer's securities. Mr. Stevanovski is a director of the Issuer. WGI Investor also may be deemed a director by virtue of its right to nominate members of the Issuer's board of directors pursuant to terms of a Securities Purchase Agreement dated as of December 12, 2008 between WGI Investor and the Issuer. |
| /s/ Robert Stevanovski, by Colleen R. Jones, attorney-in-fact | 08/12/2010 | |
| /s/ WGI Investor LLC, by Praescient, LLC, its manager, by Colleen R. Jones, authorized signatory | 08/12/2010 | |
| /s/ Manna Holdings, LLC, by Praescient, LLC, its managing member, by Colleen R. Jones, authorized signatory | 08/12/2010 | |
| /s/ Praescient, LLC, by Colleen R. Jones, authorized signatory | 08/12/2010 | |
| ** 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. | ||