<PAGE>
FORM 4
( ) Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may continue.
See Instruction 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION ____________________
WASHINGTON, D.C. 20549 | OMB APPROVAL |
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP |--------------------|
|OMB NUMBER:3235-0287|
|EXPIRES: |
| SEPTEMBER 30, 1998 |
Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE |
Securities Exchange Act of 1934, |BURDEN HOURS |
Section 17(a) of the Public Utility |PER RESPONSE 0.5 |
Holding Company Act of 1935 |____________________|
or Section 30(f) of the Investment
Company Act of 1940
______________________________________________________________________________
1. Name and Address of Reporting Person
Bruce W. Schnitzer
______________________________________________________________________________
2. Issuer Name and Ticker or Trading Symbol
Nestor, Inc. (NEST)
______________________________________________________________________________
3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)
______________________________________________________________________________
4. Statement for Month/Year
4/98
______________________________________________________________________________
5. If Amendment, Date of Original (Month/Year)
______________________________________________________________________________
6. Relationship of reporting person to Issuer (Check all applicable)
(x) DIRECTOR
(x) 10% OWNER
( ) OFFICER (GIVE TITLE BELOW)
( ) OTHER (SPECIFY TITLE BELOW)
_______________________________________________________
______________________________________________________________________________
7. Individual, or Joint/Group Filing (Check all applicable)
( ) Form filed by One Reporting Person
(x) Form filed by More than One Reporting Person
==============================================================================
TABLE I
Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Transaction 3. Transaction 4. Securities Acquired (A) 5. Amount of 6. Ownership 7.Nature of
(Instr. 3) Date Code or Disposed of (D) Securities Form: Direct direct
(Instr. 8) (Instr. 3, 4 and 5) Beneficially (D) or Beneficial
(Month/ Owned at Indirect (I) Ownership
Day/Year) Code V Amount (A) or (D) Price End of Month (Instr. 4) (Instr. 4)
(Instr. 3 and 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 4/28/98 C(1) 506,158 (A) (1)
Common Stock 4/28/98 C(2) 739,838 (A) (2)
Common Stock 4/28/98 C(3) 1,510,749 (A) (3) 2,864,171 I By Wand I
(1)
Common Stock 4/28/98 C(4) 69,152 (A) (4)
Common Stock 4/28/98 C(5) 212,661 (A) (5) 294,763 I By Wand II
(4)
Common Stock 4/28/98 C(6) 1,228,334 (A) (6) 1,303,178 I By Wand III
(6)
</TABLE>
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form filed by more than one reporting person, see
Instruction 4(b)(v).
Page 1 of 7
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TABLE II
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., Puts, Calls, Warrants, Options, Convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Conver- 3. Transac- 4. Trans- 5. Number of 6. Date Exer- 7. Title 8. Price 9. Number 10. Owner- 11. Nature
Derivative sion or tion action Derivative cisable and and of of Deri- ship of In-
Security Exericse Date Code Securities Expiration Amount Deri- vative Form direct
(Instr. 3) Price of (Month/ (Instr. Acquired Date (Month/ of vative Securities of Bene-
Derivative Day/ 8) (A) or Dis- Day/Year) Under- Security Benefi- Deri- ficial
Security Year Disposed lying (Instr. 5) cially vative Owner-
of (D) Securi- Owned at Security: ship
(Instr. 3, ties End of Direct (D) (Instr.
4, and 5) (Instr. Month or Indirect 4)
3 and 4) (Instr. 4) (I)
Code V (A) (D) Date Expira- Title Amount
Exer- tion or
cisable Date Number
of
Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Series F (1) 4/28/98 C 527 6/30/96 Common 506,158 0
Preferred Stock (1)
Stock
Series G (2) 4/28/98 C 777 6/30/96 Common 739,838 0
Preferred Stock (2)
Stock
Series H (3) 4/28/98 C 1,776 1/31/96 Common 1,510,749 0
Preferred Stock (3)
Stock
Series F (4) 4/28/98 C 72 6/30/96 Common 69,152 0
Preferred Stock (4)
Stock
Series H (5) 4/28/98 C 250 1/31/96 Common 212,661 0
Preferred Stock (5)
Stock
Series E (6) 4/28/98 C 1,444 1/31/96 Common 1,228,334 0
Preferred Stock (6)
Stock
</TABLE>
EXPLANATION OF RESPONSES:
/s/ Bruce W. Schnitzer 5/11/98
_____________________________________ ________________
Bruce W. Schnitzer DATE
_____________________________
** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).
Page 2 of 7
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<PAGE>
Reporting Person(s): Bruce Schnitzer and Certain Other Parties Set Forth on
Pages 5-7 of this Form 4.
Issuer Name and Ticker or Trading Symbol: Nestor, Inc. (NEST)
Statement for Month/Year: 4/98
Footnotes to Form 4:
(1) As reported on Table II, the amount of securities acquired consists of
Common Stock acquired upon conversion of Series F Preferred Stock by
Wand/Nestor Investments L.P., ("Wand I"), a limited partnership of
which Mr. Schnitzer is a limited partner. The general partner of Wand
I is Wand (Nestor) Inc. ("WNI"), a corporation which is 66% owned by
Mr. Schnitzer. In addition, Mr. Schnitzer holds a 66% interest in
Wand Partners (S.C.) Inc. ("WPI") which owns, as general partner, a
49.99% interest in Wand Partners L.P. ("WPLP"). Pursuant to the Wand
I partnership agreement, WPLP, which holds a .1% interest in Wand I,
has a carried interest in certain partnership distributions. Mr.
Schnitzer, WNI, WPI and WPLP disclaim beneficial ownership of the
shares held by Wand I except to the extent of his or its "pecuniary
interest."
The stock conversion occurred in connection with an equity issuance by
the issuer to a third party on April 28, 1998. The Series F Preferred
Stock has a stated value of $1,000 per share. In accordance with the
terms of the certificate of designation of the Series F Preferred
Stock, accrued dividends through March 31, 1998 in the amount of
$84,303.40 were added to the stated value of the preferred stock at
the time of the conversion. The preferred stock was convertible into
shares of Common Stock at a conversion price of $1.25 per share of
Common Stock, valuing each share of preferred stock at its stated
value (including the accrued dividends). In connection with the
conversion, Wand I received an additional 17,116 shares of Common
Stock from the issuer as a conversion premium.
(2) As reported on Table II, the amount of securities acquired consists of
Common Stock acquired upon conversion of Series G Preferred Stock by
Wand I. The stock conversion occurred in connection with an equity
issuance by the issuer to a third party on April 28, 1998. The Series
G Preferred Stock has a stated value of $1,000 per share. In
accordance with the terms of the certificate of designation of the
Series G Preferred Stock, accrued dividends through March 31, 1998 in
the amount of $116,525.21 were added to the stated value of the
preferred stock at the time of the conversion. The preferred stock
was convertible into shares of Common Stock at a conversion price of
$1.25 per share of Common Stock, valuing each share of preferred stock
at its stated value (including the accrued dividends). In connection
with the conversion, Wand I received an additional 25,018 shares of
Common Stock from the issuer as a conversion premium.
(3) As reported on Table II, the amount of securities acquired consists of
Common Stock acquired upon conversion of Series H Preferred Stock by
Wand I. The stock conversion occurred in connection with an equity
issuance by the issuer to a third party on April 28, 1998. The Series
H Preferred Stock has a stated value of $1,000 per share. In
accordance with the terms of the certificate of designation of the
Series H Preferred Stock, accrued dividends through March 31, 1998 in
the amount of $413,491.66 were added to the stated value of the
preferred stock at the time of the conversion. The preferred stock
was convertible into shares of Common Stock at a conversion price of
$1.50 per share of Common Stock, valuing each share of preferred stock
at its stated value (including the accrued dividends). In connection
with the conversion, Wand I received an additional 51,088.14 shares of
Common Stock from the issuer as a conversion premium.
Page 3 of 7
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<PAGE>
Reporting Person(s): Bruce Schnitzer and Certain Other Parties Set Forth on
Pages 5-7 of this Form 4.
Issuer Name and Ticker or Trading Symbol: Nestor, Inc. (NEST)
Statement for Month/Year: 4/98
(4) As reported on Table II, the amount of securities acquired consists of
Common Stock acquired upon conversion of Series F Preferred Stock by
Wand/Nestor Investments II L.P., ("Wand II"). The general partner of
Wand II is WNI. Pursuant to the Wand II partnership agreement, WPLP,
which holds a .1% interest in Wand II, has a carried interest in
certain partnership distributions. Mr. Schnitzer, WNI, WPI and WPLP
disclaim beneficial ownership of the proportion of shares held by Wand
II except to the extent of his or its "pecuniary interest."
The stock conversion occurred in connection with an equity issuance by
the issuer to a third party on April 28, 1998. The Series F Preferred
Stock has a stated value of $1,000 per share. In accordance with the
terms of the certificate of designation of the Series F Preferred
Stock, accrued dividends through March 31, 1998 in the amount of
$11,517.68 were added to the stated value of the preferred stock at
the time of the conversion. The preferred stock was convertible into
shares of Common Stock at a conversion price of $1.25 per share of
Common Stock, valuing each share of preferred stock at its stated
value (including the accrued dividends). In connection with the
conversion, Wand II received an additional 2,338 shares of Common
Stock from the issuer as a conversion premium.
(5) As reported on Table II, the amount of securities acquired consists of
Common Stock acquired upon conversion of Series H Preferred Stock by
Wand II. The stock conversion occurred in connection with an equity
issuance by the issuer to a third party on April 28, 1998. The Series
H Preferred Stock has a stated value of $1,000 per share. In
accordance with the terms of the certificate of designation of the
Series H Preferred Stock, accrued dividends through March 31, 1998 in
the amount of $58,205.47 were added to the stated value of the
preferred stock at the time of the conversion. The preferred stock
was convertible into shares of Common Stock at a conversion price of
$1.50 per share of Common Stock, valuing each share of preferred stock
at its stated value (including the accrued dividends). In connection
with the conversion, Wand II received an additional 7,191 shares of
Common Stock from the issuer as a conversion premium.
(6) As reported on Table II, the amount of securities acquired consists of
Common Stock acquired upon conversion of Series E Preferred Stock by
Wand/Nestor Investments III L.P., ("Wand III"). The general partner
of Wand III is WNI. Pursuant to the Wand III partnership agreement,
WPLP, which holds a .1% interest in Wand III, has a carried interest
in certain partnership distributions. Mr. Schnitzer, WNI, WPI and
WPLP disclaim beneficial ownership of the proportion of shares held by
Wand III except to the extent of his or its "pecuniary interest."
The stock conversion occurred in connection with an equity issuance by
the issuer to a third party on April 28, 1998. The Series E Preferred
Stock has a stated value of $1,000 per share. In accordance with the
terms of the certificate of designation of the Series E Preferred
Stock, accrued dividends through March 31, 1998 in the amount of
$336,194.79 were added to the stated value of the preferred stock at
the time of the conversion. The preferred stock was convertible into
shares of Common Stock at a conversion price of $1.50 per share of
Common Stock, valuing each share of preferred stock at its stated
value (including the accrued dividends). In connection with the
conversion, Wand III received an additional 41,537 shares of Common
Stock from the issuer as a conversion premium.
Page 4 of 7
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<PAGE>
Reporting Person(s): Bruce Schnitzer and Certain Other Parties Set Forth on
Pages 5-7 of this Form 4.
Issuer Name and Ticker or Trading Symbol: Nestor, Inc. (NEST)
Statement for Month/Year: 4/98
Identities, Required Information and Signatures of Joint Filing Persons:
1. Wand/Nestor Investments L.P.
c/o Wand (Nestor) Inc.
630 Fifth Avenue, Suite 2435
New York, NY 10111
WAND/NESTOR INVESTMENTS L.P.
/s/ Bruce W. Schnitzer
----------------------
Signed by Bruce W. Schnitzer
Chairman of Wand (Nestor) Inc.,
its general partner
2. Wand/Nestor Investments II L.P.
c/o Wand (Nestor) Inc.
630 Fifth Avenue, Suite 2435
New York, NY 10111
WAND/NESTOR INVESTMENTS II L.P.
/s/ Bruce W. Schnitzer
----------------------
Signed by Bruce W. Schnitzer
Chairman of Wand (Nestor) Inc.,
its general partner
Page 5 of 7
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<PAGE>
Reporting Person(s): Bruce Schnitzer and Certain Other Parties Set Forth on
Pages 5-7 of this Form 4.
Issuer Name and Ticker or Trading Symbol: Nestor, Inc. (NEST)
Statement for Month/Year: 4/98
Identities, Required Information and Signatures of Joint Filing Persons:
3. Wand/Nestor Investments III L.P.
c/o Wand (Nestor) Inc.
630 Fifth Avenue, Suite 2435
New York, NY 10111
WAND/NESTOR INVESTMENTS III L.P.
/s/ Bruce W. Schnitzer
----------------------
Signed by Bruce W. Schnitzer
Chairman of Wand (Nestor) Inc.,
its general partner
4. Wand (Nestor) Inc.
630 Fifth Avenue, Suite 2435
New York, NY 10111
WAND (NESTOR) INC.
/s/ Bruce W. Schnitzer
----------------------
Signed by Bruce W. Schnitzer
Chairman of Wand (Nestor) Inc.
Page 6 of 7
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<PAGE>
Reporting Person(s): Bruce Schnitzer and Certain Other Parties Set Forth on
Pages 5-7 of this Form 4.
Issuer Name and Ticker or Trading Symbol: Nestor, Inc. (NEST)
Statement for Month/Year: 4/98
Identities, Required Information and Signatures of Joint Filing Persons:
5. Wand Partners L.P.
c/o Wand (Nestor) Inc.
630 Fifth Avenue, Suite 2435
New York, NY 10111
WAND PARTNERS L.P.
By: Wand Partners (S.C.) Inc., general partner
/s/ Bruce W. Schnitzer
----------------------
Signed by Bruce W. Schnitzer,
Chairman and Treasurer of Wand Partners (S.C.) Inc.
6. Wand Partners (S.C.) Inc.
c/o Wand (Nestor) Inc.
630 Fifth Avenue, Suite 2435
New York, NY 10111
WAND PARTNERS (S.C.) INC.
/s/ Bruce W. Schnitzer
----------------------
Signed by Bruce W. Schnitzer,
Chairman and Treasurer of Wand Partners (S.C.) Inc.
Page 7 of 7
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