F O R M 4
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
[] Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Astoria Capital Partners, L.P.
6600 SW 92nd Avenue, Ste. 370
Portland, Oregon 97223
2. Issuer Name and Ticker or Trading Symbol
Raining Data Corporation (f/k/a Omnis Technology Corp.)
3. IRS Identification Number of Reporting Person, if an Entity
(Voluntary)
94-3160631
4. Statement for Month/Year
November 2000
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer
(Check all applicable)
[] Director [X] 10% Owner
[] Officer (give title below) [] Other (specify below)
7. Individual or Joint/Group Filing
(Check applicable line)
[X] Form filed by one Reporting Person
[] Form filed by more than one Reporting Person
*If the Form is filed by more than one Reporting Person, see
Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
Table 1 -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Common Stock, $.10 par value
2. Transaction Date (Month/Day/Year)
(i) 11/30/00
(ii) 11/30/00
3. Transaction Code (Instr. 8)
(i) Code J(1)
V
(ii) Code P
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
(i) Amount 633,522 shares (2)
(A) or (D)A
Price (1)
(ii) Amount 645,467 shares
(A) or (D)A
Price $5/share
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
-5,332,133-
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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)
(i) Common Stock Purchase Warrant
(ii) Common Stock Purchase Warrant
(iii) Series A Convertible Preferred Stock par value $1.00
2. Conversion or Exercise Price of Derivative Security
(i) $1.25
(ii) $7.00
(iii) N/A
3. Transaction Date (Month/Day/Year)
(i) 11/30/00
(ii) 11/30/00
(iii) N/A
4. Transaction Code (Instr. 8)
(i) Code J(3)
V
(ii) Code J(5)
V
(iii) Code N/A
V
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
(i) (A) 1,086,496 (4)
(D)
(ii) (A) 500,000
(D)
(iii)(A) 0
(D)
6. Date Exercisable and Expiration Date (Month/Day/Year)
(i) Date Exercisable 11/30/00
Expiration Date 03/16/05
(ii) Date Exercisable 11/30/00
Expiration Date 11/30/05
(iii) Date Exercisable At discretion of holder
Expiration Date None
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
(i) Title Common Stock, $.10 par value
Amount or Number of Shares 1,086,496
(ii) Title Common Stock, $.10 par value
Amount or Number of Shares 500,000
(iii) Title Common Stock, $.10 par value
Amount or Number of Shares 500,100
8. Price of Derivative Security (Instr. 5)
(i) (3)
(ii) (5)
(iii) $1.667
9. Number of Derivative Securities Beneficially Owned at
End of Month (Instr. 4)
(i) 1,086,496
(ii) 500,000
(iii) -300,000-
10. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 4)
D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Explanation of Responses:
(1) Received in exchange for stock of PickAx, Inc. pursuant to a
merger of PickAx into a subsidiary of Raining Data Corporation
(the "Merger"). On the effective date of the Merger, the
closing price of Raining Data's common stock was $4 1/8 per
share.
(2) Up to 70,391 additional shares of Raining Data common stock
may be received pursuant to the terms of the Merger if certain
performance targets relating to Raining Data's business are
achieved in the twelve month period following the effective date
of the Merger.
(3) Received in exchange for common stock purchase warrants of
PickAx, Inc. pursuant to the Merger.
(4) The common stock purchase warrant may be exercisable for up
to 120,722 additional shares of Raining Data common stock
pursuant to the terms of the Merger if certain performance
targets relating to Raining Data's business are achieved in the
twelve month period following the effective date of the Merger.
(5) Acquired as part of the consideration received from Raining
Data in connection with the forgiveness at the time of the Merger
of
a $17,300,000 convertible note from PickAx, Inc. and all interest
accrued thereon. Consideration also included a non-convertible
note from Raining Data in the principal amount of $18,525,416.67.
ASTORIA CAPITAL PARTNERS, L.P.
/s/ Richard W. Koe 12/11/00
Richard W. Koe Date
General Partner of
Astoria Capital Partners, L.P.
**Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space provided is insufficient, see
Instruction 6 for procedure.
(..continued)
-1-
