FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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
                      

1. Name and Address of Reporting Person *

SILVERMAN HARVEY
2. Issuer Name and Ticker or Trading Symbol

FX Real Estate & Entertainment Inc. [ FXRE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

650 MADISON AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

7/15/2008
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, $0.01 par value per share   7/15/2008     P    285715   A   (1) 478612   I   See Footnotes 1 and 3   (3)
Common Stock, $0.01 par value per share                  1384119   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Common Stock Warrants (right to buy)   $4.50   7/15/2008        285715       7/15/2008   7/15/2015   (2) Common Stock   285715     (1) 285715   I   See Footnote 1   (1)
Common Stock Warrants (right to buy)   $5.50   7/15/2008        285715       7/15/2008   7/15/2018   Common Stock   285715     (1) 285715   I   See Footnote 1   (1)

Explanation of Responses:
( 1)  The reported securities are included within 285,715 Units purchased by the Reporting Person (through Silverman Partners, L.P.) from the Issuer for $1,000,002.50 in a private placement. Each Unit consists of one share of common stock, one warrant to purchase one share of common stock at $4.50 per share and one warrant to purchase one share of common stock at $5.50 per share. The common stock and warrants comprising the Units are directly owned by Silverman Partners, L.P., in which the Reporting Person is the sole general partner.
( 2)  The expiration date is subject to extension under certain circumstances specified in the warrants.
( 3)  Includes 192,897 shares of common stock, which shares are directly owned by Silverman Partners, L.P.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SILVERMAN HARVEY
650 MADISON AVENUE
NEW YORK, NY 10022
X



Signatures
/s/ Mitchell J. Nelson, Attorney-in-Fact 7/17/2008
** 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 control number.
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