UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
1(a) Name of Issuer (b) IRS Ident. No. (c) SEC File No.
Wit Capital Group, Inc. 13-3900397 0-26225
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1(d) Address of Issuer Street City State Zip (e) Phone #
826 Broadway, 6th Floor New York NY 10003 (212) 253-4400
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2(a) Name of Person for (b) IRS (c) Relationship
Whose Account the Ident. to
Securities are to No. Issuer
Be Sold
Pequot Offshore Private Equity Fund, N/A (foreign)
Inc.
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2(d) Address Street City State Zip
500 Nyala Farm Road Westport CT 06880
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INSTRUCTION: The person filing this notice should contact the issuer to obtain
the IRS Identification Number and the SEC File Number.
3(a) Title of (b) Name and SEC ONLY (c) Number
the Class of Address of Broker-Dealer of Shares
Securities Each Broker File Number or Other
To be Sold Through Whom Units to
the Securities be Sold
are to be
Offered or
Each Market
Maker who is
Acquiring the
Securities
Common Stock Warburg Dillon Read, Inc. 39,334
677 Washington Boulevard
Stamford, CT 06901
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3(d) Aggregate (e) Number of (f) Approximate (g) Name of
Market Value Shares or Date of Sale Each
Other Units (Mo. Day Yr.) Securities
Outstanding Exchange
705,554 72,861,675 12/7/99 NASD
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TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of
the purchase price or other consideration therefor:
Title of Date you Nature of Acquisition Name of Person
the Class Acquired Transaction From Whom Acquired
Series B Preferred 5/20/98 Private Placement Wit Capital Group, Inc.
Common Stock 5/20/98 Private Placement Wit Capital Group, Inc.
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Amount of Date of Nature of Payment
Securities Payment
Acquired
28,096* 5/20/98 cash
28,096** 5/20/98 cash
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* The 28,096 shares of Series B Preferred Stock were converted into 19,667
Class C common stock on 6/9/99. On 12/7/99, such shares will convert into
19,667 shares of Common Stock.
** The 28,096 shares of common stock were converted into 19,667 shares of
Class C common stock on 5/26/99. On 12/7/99, such shares will convert into
19,667 shares of Common Stock.
INSTRUCTIONS:
1. If the securities were purchased and full payment therefor was not made at
the time of purchase, explain in the table or in a note thereto the nature of
the consideration given. If the consideration consisted of any note or other
obligation, or if payment was made in installments describe the arrangement
and state when the note or other obligation was discharged in full or the last
installment paid.
2. If within two years after the acquisition of the securities the person for
whose account they are to be sold had any short positions, put or other option
to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish
full information with respect thereto.
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are to
be sold.
Name and Address Title of Date Amount of Gross
Of Seller Securities of Securities Proceeds
Sold Sale Sold
None -- -- -- --
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Remarks:
The person for whose account the Securities to which this notice relates are
to be sold hereby represents by signing this notice that he does not know any
material adverse information in regard to the current and prospective
operations of the Issuer of the securities to be sold which has not been
publicly disclosed.
12/6/99 /S/ Kevin E. O'Brien, Authorized Member
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Date of Notice Signature
