FORM 4 OMB APPROVAL
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
Robin L. Farkas
c/o Insignia/ESG Holdings, Inc.
200 Park Avenue
New York, NY 10166
2. Issuer name and Ticker or Trading Symbol
Insignia/ESG Holdings, Inc. (NYSE:IEG)
3. IRS or Social Security Number of Reporting Person (Voluntary)
Line intentionally left blank
4. Statement for Month/Year
September 1998
5. If Amendment, Date of Original
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6. Relationship of Reporting Person to Issuer
(Check all applicable)
[x] Director [ ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
7. Individual or Joint/Group Filing
[x] Form filed by One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
Common Stock
2. Transaction Date (Month/Day/Year)
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3. Transaction Code (Instr. 8):
Code V
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5):
Amount (A) or (D) Price
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5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
29,765(1)
117,504(1)
6,666(1)
10,682(1)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D
I
I
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
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As partner of general partnership
By spouse(2)
(3)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly. (Print or Type
Responses)
Table II - Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
Stock Option (right to buy)
2. Conversion or Exercise Price of Derivative Security
$12.625
3. Transaction Date (Month/Day/Year)
9/21/98
4. Transaction Code (Instr. 8):
Code V
A V
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5. Number of Derivative Securities Acquired (A) or
Disposed of (D) (Instr. 3, 4, and 5)
(A) (D)
20,000
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
(4) 9/21/03
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 20,000
8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at
End of Month (Instr. 4)
20,000
10. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 4) D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
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[FN]
Explanation of Responses:
(1) The shares of common stock, par value $.01 per share ("Holdings Common
Stock"), of Insignia/ESG Holdings, Inc. ("Holdings") were acquired in
the distribution (the "Spin-Off") by Insignia Financial Group, Inc.
("Insignia") of the Holdings Common Stock to stockholders of Insignia
on September 15, 1995, the record date for the Spin-Off. The Spin-Off
occurred on September 21, 1998.
(2) This filing shall not be deemed an admission that Mr. Farkas is, for
purposes of Section 16 of the Securities Exchange Act of 1934, the
beneficial owner of the Holdings Common Stock owned by his spouse.
(3) As an owner of a 1.8182% limited partner interest in Metropolitan
Acquisition Partners IV, L.P.
(4) The option vests in five equal annual installments beginning on March
22, 1999.
</FN>
/s/ Robin L. Farkas 10/13/98
- ---------------------------------- --------
Robin L. Farkas Date
Signature of Reporting Persons
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations.
SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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