SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/29/2008 | 3. Issuer Name and Ticker or Trading Symbol PYRAMID BREWERIES INC [ PMID ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,661,798 | I | Footnote(1)(2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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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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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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 may be deemed to be beneficially owned by Magic Hat Brewing Company & Performing Arts Center, Inc. ("Magic Hat") by virtue of Magic Hat entering into Tender and Support Agreements (the "Tender Agreement") with certain shareholders of Pyramid Breweries Inc. The Tender Agreements provide that the shareholders have granted an irrevocable proxy to Magic Hat with respect to the reported securities. |
2. The reported securities may be deemed to be beneficially owned by Basso Private Series LLC on behalf of Basso Series 3 ("MHB") ("Basso MHB"), Basso Multi-Strategy Holding Fund Ltd. ("Basso Multi-Strategy Holding Fund"), Basso Fund Ltd. ("Basso Fund"), Basso Holdings Ltd. ("Basso Holdings"), Basso Capital Management, L.P. ("BCM"), Basso GP, LLC ("Basso GP"), Howard Fischer, Philip Platek, John Lepore and Dwight Nelson (collectively with Magic Hat, the ("Reporting Persons"). |
3. Basso MHB may be deemed to beneficially own the reported securities by virtue of its ownership position in the equity securities of Magic Hat. Each of Basso Multi-Strategy Holding Fund, Basso Fund and Basso Holdings may be deemed to beneficially own the reported securities by virtue of its ownership of Basso MHB. BCM may be deemed to beneficially own the reported securities by virtue of its role as the investment manager of Basso Multi-Strategy Holding Fund, Basso Fund and Basso Holdings. Basso GP may be deemed to beneficially own the reported securities by virtue of its role as the general partner of BCM. Howard Fischer, Philip Platek, John Lepore and Dwight Nelson may be deemed to beneficially own the reported securities by virtue of their role as the controlling persons of Basso GP and BCM. |
4. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
Magic Hat Brewing Company & Performing Arts Center, Inc., By: /s/ Robert Parette, Chief Financial Officer | 05/22/2008 | |
Basso Private Series LLC, on behalf of Basso Series 3 (MHB), By: /s/ Howard Fischer, Member of Basso GP, LLC | 05/22/2008 | |
Basso Multi-Strategy Holding Fund Ltd., By: /s/ Howard Fischer, Member of Basso GP, LLC | 05/22/2008 | |
Basso Fund Ltd., By: /s/ Howard Fischer, Member of Basso GP, LLC | 05/22/2008 | |
Basso Holdings Ltd, By: /s/ Howard Fischer, Member of Basso GP, LLC | 05/22/2008 | |
Basso Capital Management, L.P., By: /s/ Howard Fischer, Member of Basso GP, LLC | 05/22/2008 | |
/s/ Howard Fischer | 05/22/2008 | |
/s/ Philip Platek | 05/22/2008 | |
/s/ John Lepore | 05/22/2008 | |
/s/ Dwight Nelson | 05/22/2008 | |
** 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 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). | ||
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. |