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<TABLE>
FORM 4 U.S. SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 OMB NUMBER: 3235-0287
[ ] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Form 4 Estimate average burden
or Form 5 obligations may hours per response..... 0.5
continue. See Instructions 1(b)
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
(Print or Type Responses)
1.Name and Address of Reporting Person* 2. Issuer Name and Ticker 6. Relationship of Reporting Person to Issuer
or Trading Symbol (Check all applicable)
Shepherd John D. Lincoln Logs, Ltd./(LLOG)
x Director X 10% Owner
----- -----
X Officer (give Other
(Last) (First) (Middle) 3. IRS or Social Security 4. Statement for ----- title below) ----- (specify
Number of Reporting Month/Year below)
1020 Sport Hill Road Person (voluntary) CEO, President and Treasurer
1/31/98 --------------------------------
(Street) 5. If Amendment, 7. Individual or Joint/Group Filing
Date of Original (check Applicable Lines)
Easton CT 06612 (Month/Year) X Form Filed by One Reporting Person
---
(City) (State) (Zip) Form Filed by More than One
--- Reporting Person
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TABLE I NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired 5. Amount of 6. Owner- 7. Nature
(Instr. 3) action action (A)or Disposed of (D) Securities ship of
Date Code Benefic- Form: Indirect
(Instr. 8) (Instr. 3, 4 and 5) ially Direct Bene-
(Month/ Owned at (D) or ficial
Day/ Code V Amount (A) or Price End of Indirect Owner-
Year) (D) Month (I) ship
(Instr. 3 (Instr. (Instr.
and 4) 4) 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 1/30/98 C 1,000,000 A $200,000 D
Common Stock 1/30/98 M 25,000 A $4,687.50 D
Common Stock 1/30/98 M 5,000 A $1,031.25 1,151,961 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person, see Instructions 4(b)(v) SEC 1474 (7-96)
</TABLE>
<TABLE>
<CAPTION>
FORM 4 (CONTINUED) TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
1.Title of 2.Conver- 3.Trans- 4.Transac- 5.Number of 6.Date Exer- 7.Title 8.Price 9.Number 10.Owner- 11.Na-
Derivative sion or action tion Code Derivative cisable and Amount of of Deriv- ship ture
Security Exercise Date (Instr. 8) Securities and Expir- of Under- Deriv- ative Form of In-
(Instr. 3) Price (Month Acquired (A) ation Date lying ative Secur- of De- direct
of Day/ or Disposed (Month/ Securities Secur- ities rivative Bene-
Deriva- Year) of (D) Day/Year) ity Bene- Secu- ficial
tive (Instr. 3,- (Instr. 3 (Instr ficially rity; Own-
Security , and 5) and4) . 5) Owned Direct ership
at End (D) or (Instr
Amount of Indi- . 4)
Date Expir- or Month rect (I)
Exer- ation Title Number (Instr. (Instr.
cisa- Date of 4) 4)
Code V (A) (D) ble Shares
<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>*
Series A $.20 1/30/98 C 1,000 7/31/98 6/30/98 Common 1,000, $.20 D
Convertible ,000 Stock 000
Subordinated
Debenture
Stock Option
(right to buy) $.20625 1/30/98 M 5,000 6/19/96 6/19/01 Common 5,000 $.20625 D
Stock
Stock Option
(right to buy) $.1875 1/30/98 M 25,000 6/19/96 6/19/06 Common 25,000 $.1875 D
Stock
Series B $.20 1/30/98 A 875,000 3/2/98 5/15/99 Common 875,000 $.20 875,000 D
Convertible Stock
Subordinated
Debenture
Common Stock $.375 1/30/98 A 437,500 Immed. * Common 437,500 $.375 437,500 D
Warrant Stock
(right to buy)
Explanation of Responses:
* Earlier of (a) January 31, 2003, or (b) the tenth (10th) day prior to the Issuer's anticipated
filing date with the Securities and Exchange Commission of a registration statement to conduct
a public offering.
** Intentional misstatements or omissions of facts /s/ John D. Shepherd February 11, 1998
constitute Federal Criminal Violations. ---------------------------------- ----------------
See 18 U.S.C. 1001 and 15. U.S.C. 78ff(a). **Signature of Reporting Person Date
John D. Shepherd
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.
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