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)
PEQUOT CAPITAL MANAGEMENT, INC.3 SANCTUARY WOODS MULTIMEDIA CORPORATION
(SWMC) 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
Person (Voluntary) ____________________________
500 NYALA FARM ROAD 1/99
(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
WESTPORT, CT
06880 2/98
(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(1)
<PAGE>
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 $0.20 12/8/97
12/29/97 P P 2(2) 2(2) 11/20/00
11/20/00 11/20/0011/20/00 COMMON STOCK 625,000(2)
1,362,500(2) 125,000 272,500 2(2) 2(2)
(I ) (I) (1) (1)
WARRANTS $0.15 $0.15 12/8/97 12/29/97 P P
125,000(2) 272,500(2) 12/8/97 12/29/97 11/20/02
11/20/02 COMMON STOCK 125,000 (2) 272,500 (2) 0
0 774,380(2) (I)
(1)
Explanation of Responses:
(1) THE REPORTING PERSON IS AN INVESTMENT ADVISER REGISTERED UNDER SECTION
203 OF THE INVESTMENT ADVISERS ACT OF 1940 AND HAS VOTING POWER AND INVESTMENT
POWER WITH RESPECT TO SECURITIES IN ITS CLIENTS' ACCOUNTS. AN EMPLOYEE OF THE
REPORTING PERSON IS A MEMBER OF THE BOARD OF DIRECTORS OF THE ISSUER. THE
REPORTING PERSON DISCLAIMS ANY OBLIGATION TO FILE THIS REPORT, AND THIS PERSON
SHALL NOT BE DEEMED AN ADMISSION THAT THE REPORTING PERSON IS SUBJECT TO
SECTION 16 WITH RESPECT TO THE ISSUER OR SUCH SECURITIES.
(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.
(3) THIS FILING IS BEING MADE TO REFLECT THE CHANGE IN THE NAME AND ADDRESS OF
THE REPORTING PERSON. THE PREVIOUS REPORTING PERSON WAS DAWSON-SAMBERG
CAPITAL MANAGEMENT, INC. ("DSCM"). AS OF JANUARY 1, 1999, DSCM RESTRUCTURED
AND PEQUOT CAPITAL MANAGEMENT, INC., THE REPORTING PERSON IDENTIFIED ABOVE,
WAS SPUN OFF. THE SECURITIES REPORTED HEREON ARE HELD BY INVESTMENT ADVISORY
CLIENTS OF PEQUOT CAPITAL.
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15. U.S.C. 78ff(a).
/s/ David J. Malat
2/10/99
**Signature of Reporting Person Date
