OMB APPROVAL
OMB NUMBER: 3235-0287
EXPIRES: SEPTEMBER 30, 1998
ESTIMATE AVERAGE BURDEN
HOURS PER RESPONSE 0.5
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
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 or
Trading Symbol 6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
LENIHAN, JR. LAWRENCE D
SANCTUARY WOODS MULTIMEDIA CORPORATION (SWMC) X Director 10% Owner
(Last) (First) (Middle) 3. IRS or Social Security 4. Statement for
Officer (give X Other (specify
Number of Reporting Month/Year title below) below)1
C/O DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. Person (Voluntary)
____________________________
354 PEQUOT AVENUE 2/98
(Street) 5 If /Amendment, 7. Individual or Joint/Group
Filing (Check Applicable Line)
Date of Original XForm filed by One Reporting Person
(Month/Year) Form filed by More than One Reporting Person
SOUTHPORT CT
06490
(City) (State) (Zip) TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED,
DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security 2. Trans- 3. Trans- 4. Securities
Acquired (A) 5. Amount of 6. Owner- 7. Nature
(Instr. 3) action action or Disposed of (D)
Securities ship of
Date Code (Instr. 3, 4 and 5) Beneficially
Form: Indirect
(Instr. 8) Owned at Direct (D) or
Bene-
(Month/ End of Month ficial
Day/ (Instr. 3 and 4) Indirect
Owner-
Year) (A) or (I) ship
Code V Amount (D) Price
(Instr. 4) (Instr. 4)
COMMON STOCK - NO PAR VALUE 416,668(2)
(I) INVESTMENT ADVISER
<PAGE>
FORM 4 (CONTINUED) TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF,
OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
1. Title of Derivative Security 2. Conver- 3. Trans- 4.
Transac- 5. Number of Deri- 6. Date Exer- 7.
Title and Amount of 8. Price 9. Number 10. Owner- 11.
Na-
(Instr. 3) sion or action tion Code vative Securities
cisable and Underlying Securities of of Deriv-ative
ship ture
Exercise Date (Instr. 8) Acquired (A) or
Expiration (Instr. 3 and 4) Deriv- Secur- Form
of In-direct Bene-ficial
Price (Month/ Disposed of (D) Date
ative ities of De-rivative Secu- Own-ership
of Day/ (Instr. 3, 4, and 5) (Month/Day/
Secur- Bene-ficially Owned rity:
Deriva-tive Year) Year)
ity Direct
Security (Instr. 5)
at End (D)
or (Instr. 4)
Date Exer- Expira-tion Amount
of Indi-
Title or Number
Month rect (I)
Code V (A) (D) cisable Date
of Shares (Instr. 4) (Instr. 4)
SECURED CONVERTIBLE PROMISSORY NOTE $0.20 2/2/98 P
2(2) 1/30/01 1/30/01 COMMON STOCK 472,390(2)
94,478 8(2) (I ) (1)
WARRANTS $0.15 2/2/98 P 94,478 (2)
2/2/98 1/30/03 COMMON STOCK 94,478(2) 0
868,858(2) (I) (1)
Explanation of Responses:
(1) THE REPORTING PERSON IS A MEMBER OF THE BOARD OF DIRECTORS OF THE ISSUER
AND IS AN EMPLOYEE OF DAWSON-SAMBERG CAPITAL MANAGEMENT, INC., A REGISTERED
INVESTMENT ADVISER THAT HAS VOTING POWER AND INVESTMENT POWER WITH RESPECT TO
SECURITIES IN ITS CLIENTS' ACCOUNTS, INCLUDING SECURITIES DESCRIBED HEREON.
(2) THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SECURITIES,
AND THIS REPORT SHALL NOT BE DEEMED AN ADMISSION THAT THE REPORTING PERSON IS
THE BENEFICIAL OWNER OF SUCH SECURITIES FOR PURPOSES OF RULE 16A-1(A)(1) OR
(A)(2) OR FOR ANY OTHER PURPOSE.
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15. U.S.C. 78ff(a).
/S/ Lawrence D. Lenihan March 10, 1998
**Signature of Reporting Person Date
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.
Page 2
SEC 1474 (7-96)
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