Fortress International Group, Inc. (Other) (4)
September 28 2007 - 2:10PM
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
*
KITT BARRY M
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2. Issuer Name
and
Ticker or Trading Symbol
Fortress International Group, Inc.
[
FIGI
]
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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)
C/O THE PINNACLE FUND, L.P., 4965 PRESTON PARK BLVD., SUITE 240
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/26/2007
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(Street)
PLANO, TX 75093
(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)
_
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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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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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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Warrants to purchase shares of Common Stock
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$5.00
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9/26/2007
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P
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315000
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(3)
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7/12/2009
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Common Stock, par value $.0001 per share
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315000
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$1.15
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469700
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I
(1)
(2)
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By The Pinnacle Fund, L.P.
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Warrants to purchase shares of Common Stock
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$5.00
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9/27/2007
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P
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70000
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(3)
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7/12/2009
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Common Stock, par value $.0001 per share
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70000
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$1.15
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539700
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I
(1)
(2)
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By The Pinnacle Fund, L.P.
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Explanation of Responses:
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(
1)
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Barry M. Kitt exercises investment discretion and control over the shares of common stock of the issuer held by The Pinnacle
Fund, L.P., a Texas limited partnership ("Pinnacle"). Mr. Kitt may be deemed to be the beneficial owner of the shares of
common stock beneficially owned by Pinnacle. Mr. Kitt hereby disclaims beneficial ownership of the shares of common stock
reported herein to the extent of his direct or indirect pecuniary interest therein, and this Form 4 shall not be deemed to
be an admission that Mr. Kitt is the beneficial owner of the shares of common stock reported herein for purposes of Section
16 of the Securities Exchange Act of 1934, as amended or for any other purpose.
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(
2)
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This Form 4 is filed on behalf of Pinnacle and Barry M. Kitt. Pinnacle Advisers, L.P. ("Advisers") is the general partner of
Pinnacle. Pinnacle Fund Management, LLC ("Management") is the general partner of Advisers. Mr. Kitt is the sole member of
Management.
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(
3)
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Immediately.
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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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KITT BARRY M
C/O THE PINNACLE FUND, L.P.
4965 PRESTON PARK BLVD., SUITE 240
PLANO, TX 75093
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X
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Signatures
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/s/ Barry M. Kitt
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9/28/2007
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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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