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
Stephen B. Siegel
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)
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4. Statement for Month/Year
September 1998
5. If Amendment, Date of Original
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6. Relationship of Reporting Persons to Issuer
(Check all applicable)
[x] Director [ ] 10% Owner
[x] Officer (give title below) [ ] Other (specify below)
President
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)
22,727(1)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D
7. Nature of Indirect Beneficial Ownership (Instr. 4)
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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 4(b)(v)
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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)
Stock Option (right to buy)
Stock Option (right to buy)
2. Conversion or Exercise Price of Derivative Security
$12.625
$10.89
$14.24
3. Transaction Date (Month/Day/Year)
9/21/98
9/21/98
9/21/98
4. Transaction Code (Instr. 8):
Code V
A V
J(3)
J(5)
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5. Number of Derivative Securities Acquired (A) or
Disposed of (D) (Instr. 3, 4, and 5)
(A) (D)
100,000
188,645
75,633
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
(2) 3/21/04
(4) 7/21/02
(6) 1/30/03
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 100,000
Common Stock 188,645
Common Stock 75,633
8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at
End of Month (Instr. 4)
100,000
188,645
75,633
10. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 4)
D
D
D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Explanation of Responses:
[FN]
(1) The shares of common stock of Insignia/ESG Holdings, Inc. ("Holdings Common
Stock") 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, 1998, the record date for the Spin-Off. The Spin-Off
occurred on September 21, 1998. Of the 22,727 shares of Holdings Common Stock,
19,811 shares represent restricted stock awards.
(2) The option vests in five equal annual installments beginning on September
22, 1999.
(3) This option, originally for 125,000 shares of Insignia Class A Common Stock,
was assumed by Holdings in the Spin-Off and is now exercisable for shares of
Holdings Common Stock on the same terms and at an exercise price of $10.89 per
share.
(4) Options to purchase 37,729 shares have already vested and the remaining
options vest in four equal annual installments beginning on January 21, 1999.
(5) This option, originally for 50,000 shares of Insignia Class A Common Stock,
was assumed by Holdings in the Spin-Off and is now exercisable for shares of
Holdings Common Stock on the same terms and at an exercise price of $14,24 per
share.
(6) Options to purchase 15,127 shares have already vested and the remaining
options vest in four equal annual installments beginning on July 30, 1999.
</FN>
/s/ Stephen B. Siegel 10/13/98
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Stephen B. Siegal Date
Signature of Reporting Person
** 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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