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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Great Circle Energy Services LLC ONE ATLANTIC STREET STAMFORD, CT 06901 |
 |  X |  |  |
Great Circle Capital LLC ONE ATLANTIC STREET STAMFORD, CT 06901 |
 |  X |  |  |
GCF Holdings LLC ONE ATLANTIC STREET STAMFORD, CT 06901 |
 |  X |  |  |
Great Circle Fund LP ONE ATLANTIC STREET STAMFORD, CT 06901 |
 |  X |  |  |
Rapello Paul S ONE ATLANTIC STREET STAMFORD, CT 06901 |
 |  X |  |  |
Crooks Hew ONE ATLANTIC STREET STAMFORD, CT 06901 |
 |  X |  |  |
Great Circle Energy Services LLC, by its Manager, Great Circle Capital LLC /s/ Paul Rapello, Partner | 10/01/2008 | |
**Signature of Reporting Person | Date | |
Great Circle Capital LLC /s/ Paul Rapello, Partner | 10/01/2008 | |
**Signature of Reporting Person | Date | |
GCF Holdings LLC /s/ Paul Rapello, Partner | 10/01/2008 | |
**Signature of Reporting Person | Date | |
The Great Circle Fund LP, by its General Partner, Great Circle Capital LLC /s/ Paul Rapello, Partner | 10/01/2008 | |
**Signature of Reporting Person | Date | |
/s/ Paul Rapello, Partner | 10/01/2008 | |
**Signature of Reporting Person | Date | |
/s/ Hew Crooks, Partner | 10/01/2008 | |
**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) | Such beneficial ownership is through convertible debt that is held directly by Great Circle Energy Services LLC ("GCES") pursuant to the Facility Agreement entered into on September 4, 2008, and dated as of September 3, 2008, between GCES and Caspian Services Inc. (the "Issuer"), as described more fully in the Schedule 13D filed by the Reporting Persons (as defined below) on September 15, 2008. If the Issuer utilizes the full amount of principal available pursuant to the Facility Agreement, 6,521,740 shares of the Issuer's Common Stock would be issuable upon conversion by GCES of the loan immediately thereafter. The number of shares issuable upon conversion will increase as interest accrues pursuant to the Facility Agreement. |
(2) | All such shares of the Issuer's Common Stock are beneficially owned by GCES as the lender under the Facility Agreement, and may be deemed to be beneficially owned by GCF Holdings LLC (as the sole member of GCES), The Great Circle Fund LP (as the sole member of GCF Holdings LLC), Great Circle Capital LLC (as the general partner of The Great Circle Fund LP and the manager of GCES), and Paul Rapello and Hew Crooks (in their positions as partners of Great Circle Capital LLC) (together, the "Reporting Persons"). Each of GCF Holdings LLC, The Great Circle Fund LP, Great Circle Capital LLC, Paul Rapello, and Hew Crooks disclaims beneficial ownership. |