UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant | 09/12/2006 | 09/01/2008 | Common Stock | 1,500,000 (1) | $ 1 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KESWIN JEFFREY A 405 PARK AVENUE 6TH FLOOR NEW YORK, NY 10022 |
X | |||
Lyrical Partners, L.P. 405 PARK AVENUE 6TH FLOOR NEW YORK, NY 10022 |
X | |||
Lyrical Opportunity Partners LP 405 PARK AVENUE 6TH FLOOR NEW YORK, NY 10022 |
X |
/s/ Jeffrey Keswin | 02/13/2007 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey Keswin, manager of Lyrical Partners, L.P. | 02/13/2007 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey Keswin, manager of Lyrical Opportunity Partners, L.P. | 02/13/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | The filing of this Form 3 shall not be construed as an admission that Jeffrey Keswin, Lyrical Partners, L.P., Lyrical Multi-Manager Fund, L.P. or Lyrical Multi-Manager Offshore Fund, Ltd. is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock of U.S. Wireless Data, Inc. ("Common Stock") owned by Lyrical Multi-Manager Fund, L.P. or Lyrical Multi-Manager Offshore Fund, Ltd. Pursuant to Rule 16a-1, each of Jeffrey Keswin, Lyrical Partners, L.P., Lyrical Multi-Manager Fund, L.P. and Lyrical Multi-Manager Offshore Fund, Ltd. disclaim such beneficial ownership. |
(2) | Lyrical Partners, L.P. holds indirectly 3,000,000 shares of Common Stock (1,500,000 of which are shares of Common Stock and 1,500,000 of which are shares of Common Stock issuable upon conversion of the Warrants) on behalf of Lyrical Multi-Manager Fund, L.P. and Lyrical Multi-Manager Offshore Fund, Ltd., of which Lyrical Partners, L.P. is the investment manager. Jeffrey Keswin reports the shares indirectly held by Lyrical Partners, L.P. because, as the manager of Lyrical Partners, L.P. at the time of purchase, he controlled the voting and disposition of the securities. |