UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
The Ashton Technology Group, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
045084-10-0
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(CUSIP Number)
Mr. David N. Rosensaft
c/o Practical Group, Inc.
215 East 68th Street, Suite 12-O
New York, New York 10021 (212) 570-9191
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 15, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_|
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 045084-10-0 Page 2 of 4 Pages
--------------- --- ---
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David N. Rosensaft
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 495,762
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
495,762
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
495,762
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.56 %
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer
This statement relates to shares of common stock, par value $.01 per share
(the "Common Stock"), of The Ashton Technology Group, Inc., a Delaware
corporation (the "Company") with principal executive offices located at 1900
Market Street, Suite 701, Philadelphia, Pennsylvania 19103. This statement
constitutes Amendment No. 5 to the Schedule 13D of David N. Rosensaft,
originally filed with the Securities and Exchange Commission (the "Commission")
on May 2, 1996 (the "Initial Filing"), which was amended by Amendment No. 1
thereto filed with the Commission on July 10, 1996, amended and restated by
Amendment No. 2 thereto filed with the Commission on March 24, 1997 (the
"Amended and Restated 13D"), amended by Amendment No. 3 thereto filed with the
Commission on May 6, 1997, and amended by Amendment No. 4 thereto filed with the
Commission on July 29, 1997 (the "Fourth Amendment"). Except as disclosed
herein, there has been no change in the information previously reported in the
Fourth Amendment. Capitalized terms not defined herein shall have the meanings
ascribed to them in the Amended and Restated 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is amended by the following:
(a) adding the following after the last paragraph:
"Since the filing of the Fourth Amendment, David N. Rosensaft sold
in the open market, pursuant to Rule 144, 108,238 shares of Common Stock as set
forth below:
Number of
Date Shares Sale Price
---- ------ ----------
7/29/97 43,950 $1.6875
8/7/97 2,000 1.375
8/11/97 10,000 1.25
8/14/97 11,000 1.125
8/15/97 31,288 0.8125
8/15/97 5,000 0.875
8/15/97 5,000 0.9375
"As of the date hereof, the Reporting Person David N. Rosensaft is the
beneficial owner of 495,762 shares of Common Stock, or 6.56% of the outstanding
Common Stock, calculated in accordance with Rule 13d-3(d)(1). Such ownership is
direct. David N. Rosensaft has sole voting power and dispositive power with
respect to these shares."
Page 3 of 4 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 3, 1997 s /s/ David N. Rosensaft
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Date Signature
David N. Rosensaft
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Name
Page 4 of 4 Pages
