FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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*
KA Investments LDC
(Last) (First) (Middle)
c/o Deephaven Capital Management LLC
1712 Hopkins Crossroads
(Street)
Minnetonka Minnesota 55305
(City) (State) (Zip)
2. Date of Event Requiring Statement
(Month/Day/Year)
11/3/98
3. IRS Identification
Number of
Reporting Person if
an entity
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
ECOGEN INC (EECN)
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give _____ Other (specify
title below) below)
_____________________________
6. If Amendment, Date of Original
(Month/Day/Year)
7. Individual or Joint/Group Filing (check applicable line)
_X_ Form filed by One Reporting Person
___ Form filed by more than One Reporting Person
<PAGE>
<TABLE>
<CAPTION> Table 1 - Non-Derivative Securities Beneficially Owned
2. Amount of Securities 3. Ownership Form: Direct 4. Nature of Indirect Beneficial
1. Title of Security Beneficially Owned (D) or Indirect (I) Ownership (Instr. 5)
(Instr. 4) (Instr. 4) (Instr. 5)
<S> <C> <C> <C>
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 Instruction 5(b)(v).
(1) See Schedule A for a listing of control persons of the Reporting Person which control persons may be deemed to
be indirect beneficial owners of the securities reported herein.
Page 1 of 2
/TABLE
<PAGE>
<TABLE>
<CAPTION> Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative 2. Date Exercisable and 3. Title and Amount of 5. Ownership
Security (Instr. 4) Expiration Date Securities Underlying Form of Deri-
- ----------------------- (Month/Day/Year) Derivative Security vative Sec- 6. Nature of
____________________ (Instr. 4) 4. Conversion or urity: Dir- Indirect
------------------------ Exercise Price ect (D) or In Beneficial
Date Exer- Expiration Amount or Number of Derivative Direct (I) Ownership
cisable Date Title of Shares Security (Instr. 5) (Instr. 5)
---------- ---------- ------- ---------------- --------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Series 1998-A Convertible
Preferred Stock 10/3/98 - Common 1,998,479 $1-1/32 D
Stock
Warrant 6/5/98 6/5/03 Common 160,000 $3.525 D
Stock
Explanation of Responses:
KA Investments LDC
* Conversion Price as of October 22, 1998. Pursuant to the terms of the Preferred Stock, the Conversion Price will
fluctuate based upon changes in the market price of the Common Stock.
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. By: /s/ Gary Sobczak, Secretary Nov 3, 1998
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). --------------------------- -------------
**Signature of Reporting Person Date
Note: File three copies of this form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
(Print or Type Responses)
Page 2 of 2
</TABLE>
<PAGE>
Schedule A
Control Persons of KA Investments LDC:
1. Deephaven Market Neutral Trading L.P. (an Illinois limited partnership)
Address: 1712 Hopkins Crossroads
Minnetonka, MN 55305.
2. Deephaven Market Neutral Fund Limited (a British Virgin Islands
corporation)
Registered Office: c/o International Fund Administration
Hamilton, HM11 Bermuda
Mailing Address: 1712 Hopkins Crossroads
Minnetonka, MN 55305.
