WEST HIGHLAND CAPITAL INC/LHG/WHP/PB/BP
4, 2000-11-20
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UNITED STATES 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

 

 

Form 4

OMB APPROVAL

OMB Number: 3235-0287

Expires: December 31, 2001

Estimated average burden

hours per response..0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

 

 

(Print or Type Responses)

 

 

1 .Name and Address of Reporting Person

2. Issuer Name and Ticker or Trading Symbol:
Mpower Communications Corp. (MPWR)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

______ Director __X__ 10% Owner

______ Officer (give ______ Other (specify title below) below)

____________________________

(Last) (First) (Middle)

Gerhard, Lang H.

3. IRS Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for
Month/Year
September 2000

(Street)

300 Drakes Landing Road, Suite 290

5. If Amendment,
Date of Original
(Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person, See Note (1).

(City) (State) (Zip)

Greenbrae CA 94904

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 4)

2. Trans-
action
Date


(Month/
Day/
Year)

3. Trans-
Action
Code
(Instr. 8)

 

 

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 AND 5)

5. Amount of
Securities
Beneficially
Owned at
End of Month

(Instr. 3 and 4)

6. Owner-
ship
Form:
Direct
(D) or
Indirect
(I)

(Instr. 4)

7. Nature of Indirect Beneficial Ownership



(Instr. 4)

Code

V

Amount

(A) or

(D)

Price

Common Stock

09/08/00

P

100,000

A

9.4022

2,000,000

D(5)

Common Stock

09/08/00

P

200,000

A

9.3750

2,000,000

D(5)

Common Stock

09/08/00

P

50,000

A

9.1313

10,000,000

I

See Notes (3) and (4)

Common Stock

09/08/00

P

25,000

A

9.1250

10,000,000

I

See Notes (3) and (4)

Common Stock

09/08/00

P

675,000

A

8.9907

10,000,000

I

See Notes (3) and (4)

Common Stock

09/08/00

P

50,000

A

8.8438

10,000,000

I

See Notes (3) and (4)

Common Stock

09/08/00

P

80,000

A

9.0416

10,000,000

I

See Notes (3) and (4)

Common Stock

09/11/00

P

500,000

A

8.9313

10,000,000

I

See Notes (3) and (4)

Common Stock

09/12/00

P

230,000

A

8.6110

10,000,000

I

See Notes (3) and (4)

Common Stock

09/12/00

P

35,000

A

8.5152

10,000,000

I

See Notes (3) and (4)

Common Stock

09/12/00

P

60,000

A

8.6110

2,000,000

D(5)

Common Stock

09/12/00

P

40,000

A

8.7240

2,000,000

D(5)

Common Stock

09/13/00

P

75,000

A

8.000

2,000,000

D(5)

Common Stock

09/13/00

P

35,000

A

7.9805

10,000,000

I

See Notes (3) and (4)

Common Stock

09/13/00

P

275,000

A

8.0000

10,000,000

I

See Notes (3) and (4)

Common Stock

09/13/00

P

55,000

A

7.9509

10,000,000

I

See Notes (3) and (4)

Common Stock

09/14/00

P

13,100

A

8.6011

10,000,000

I

See Notes (3) and (4)

Common Stock

09/14/00

P

40,000

A

8.5284

10,000,000

I

See Notes (3) and (4)

Common Stock

09/14/00

P

100,000

A

8.6125

10,000,000

I

See Notes (3) and (4)

Common Stock

09/14/00

P

15,000

A

8.5284

2,000,000

D(5)

Common Stock

09/14/00

P

100,000

A

8.6125

2,000,000

D(5)

Common Stock

09/15/00

P

20,000

A

8.4000

2,000,000

D(5)

Common Stock

09/15/00

P

100,000

A

8.4125

2,000,000

D(5)

Common Stock

09/15/00

P

19,125

A

8.3750

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/15/00

P

19,890

A

8.4000

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/15/00

P

125,690

A

8.3769

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/15/00

P

114,750

A

8.4125

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/15/00

P

35,250

A

8.4125

2,349,956

I

See Notes (3) and (4)

Common Stock

09/15/00

P

38,610

A

8.3769

2,349,956

I

See Notes (3) and (4)

Common Stock

09/15/00

P

6,110

A

8.4000

2,349,956

I

See Notes (3) and (4)

Common Stock

09/15/00

P

5,875

A

8.3750

2,349,956

I

See Notes (3) and (4)

Common Stock

09/15/00

P

1,762

A

8.6718

2,349,956

I

See Notes (3) and (4)

Common Stock

09/15/00

P

5,738

A

8.6718

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/18/00

P

100,215

A

7.4819

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/18/00

P

267,750

A

7.5446

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/18/00

P

26,775

A

7.5553

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/18/00

P

21,000

A

7.5119

2,000,000

D(5)

Common Stock

09/18/00

P

8,225

A

7.5553

2,349,956

I

See Notes (3) and (4)

Common Stock

09/18/00

P

82,250

A

7.5446

2,349,956

I

See Notes (3) and (4)

Common Stock

09/18/00

P

30,785

A

7.4819

2,349,956

I

See Notes (3) and (4)

Common Stock

09/19/00

P

19,975

A

7.1654

2,349,956

I

See Notes (3) and (4)

Common Stock

09/19/00

P

346,155

A

7.1996

2,349,956

I

See Notes (3) and (4)

Common Stock

09/19/00

P

1,386

A

6.9217

2,349,956

I

See Notes (3) and (4)

Common Stock

09/19/00

P

4,514

A

6.9217

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/19/00

P

1,126,845

A

7.1996

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/19/00

P

65,025

A

7.1654

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/19/00

P

76,500

A

7.1563

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/19/00

P

23,500

A

7.1563

2,349,956

I

See Notes (3) and (4)

Common Stock

09/19/00

P

269,000

A

6.9217

2,000,000

D(5)

Common Stock

09/20/00

P

15,275

A

6.9308

2,349,956

I

See Notes (3) and (4)

Common Stock

09/20/00

P

91,156

A

6.9870

2,349,956

I

See Notes (3) and (4)

Common Stock

09/20/00

P

296,744

A

6.9870

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/20/00

P

49,725

A

6.9308

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/21/00

P

7,650

A

7.0625

7,650,044

D & I

See Notes (2) and (4)

Common Stock

09/21/00

P

2,350

A

7.0625

2,349,956

I

See Notes (3) and (4)

Common Stock

09/21/00

P

66,000

A

6.4225

2,000,000

D(5)

Common Stock

09/21/00

P

75,000

A

6.5000

2,000,000

D(5)

Common Stock

09/21/00

P

15,500

A

6.2782

2,000,000

D(5)

Common Stock

09/22/00

P

19,000

A

6.1842

2,000,000

D(5)

Common Stock

09/22/00

P

7,000

A

6.0000

2,000,000

D(5)

Common Stock

09/22/00

P

317,500

A

6.2283

2,000,000

D(5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained (Over)
in this form are not required to respond unless the form displays SEC 1474 (3-00)

a currently valid OMB control number.

 

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative Security
(Instr. 4)

2. Conver-
sion or
Exercise
Price of
Deri-
vative
Security

3. Trans-
action
Date


(Month/
Day/
Year)

4. Trans-
action
Code
(Instr. 8)

 

 

 

 

 

 

5. Number of Deriv-
ative Securities Ac-
quired (A) or Dis-
posed of (D)
(Instr. 3, 4, and 5)

6. Date Exer-
cisable and
Expiration
Date
(Month/Day/
Year).

7. Title and Amount of Securities
Underlying
Derivative Security
(Inst. 4)

8. Price
of
Deriv-
ative
Secur-
ity
(Instr.
5)

9. Number
of deriv-
ative
Secur-
ities
Bene-
ficially
Owned
at End
of
Month
(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct
(D) or
Indirect
(I)
(Instr. 4)

11. Nature of Indirect
Beneficial Ownership
(Instr. 5)

 

Code

 

V

 

(A)

 

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Explanation of Responses:

(1) The reporting persons consist of (i) Lang H. Gerhard, manager of Estero Partners, LLC, and sole shareholder of West Highland Capital, Inc., and a general partner of investment limited partnerships; (ii) West Highland Capital, Inc., a registered investment adviser and general partner of investment limited partnerships; (iii) Estero Partners, LLC, a general partner of investment limited partnerships; and (iv) West Highland Partners, L.P., an investment limited partnership of which Lang Gerhard, West Highland Capital, Inc. and Estero Partners, LLC are the general partners. Each reporting person disclaims membership in a group with any other person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act.

(2) These securities are owned directly by West Highland Partners, L.P. Each of the other reporting persons is a general partner of West Highland Partners, L.P., but disclaims beneficial ownership of the shares held by that partnership except to the extent of its pecuniary interest therein.

(3) These securities are owned by an investment advisory account of West Highland Capital, Inc. or by an investment limited partnership of which West Highland Capital, Inc., Estero Partners, LLC and Lang H. Gerhard are the general partners. The transactions reported from September 8, 2000, through September 14, 2000, include transactions for the account of West Highland Partners, L.P. On September 15, 2000, West Highland Partners, L.P. became a reporting person and its transactions from that date through the end of the month are reported on separate lines.

(4) Each reporting person has only a pro rata interest in the securities with respect to which indirect beneficial ownership is reported and disclaims beneficial ownership in such securities except to the extent of such reporting person's pecuniary interest.

(5) These securities are owned directly by Lang H. Gerhard.

 

 

 

Lang H. Gerhard October 9, 2000

By: West Highland Capital, Inc. Date

Attorney-In-Fact

By: Bonnie George, Chief Operating Officer

**Signature of Reporting Person

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff

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.

Joint Filer Information

Name: West Highland Capital, Inc.

Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904

Designated Filer: Lang H. Gerhard

Issuer and Ticker Symbol: Mpower Communications Corp. (MPWR)

Statement for Month/Year: September 2000

Signature: West Highland Capital, Inc.

By: /s/ Bonnie George, Chief Operating Officer

Name: Estero Partners, LLC

Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904

Designated Filer: Lang H. Gerhard

Issuer and Ticker Symbol: Mpower Communications Corp. (MPWR)

Statement for Month/Year: September 2000

Signature: Estero Partners, LLC

By: West Highland Capital, Inc., Attorney-in-Fact

By: /s/ Bonnie George, Chief Operating Officer

Name: West Highland Partners, L.P.

Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904

Designated Filer: Lang H. Gerhard

Issuer and Ticker Symbol: Mpower Communications Corp. (MPWR)

Statement for Month/Year: September 2000

Signature: West Highland Partners, L.P.

By: West Highland Capital, Inc., General Partner

By: /s/ Bonnie George, Chief Operating Officer

 

 



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