SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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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*
FLEMING US DISCOVERY FUND III LP

(Last) (First) (Middle)
1221 AVENUE OF THE AMERICAS
40TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HUDSON TECHNOLOGIES INC /NY [ hdsnc ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 11/24/2003 P 539,526 A $1.1(1) 539,526 I(2) See footnotes(3)(4)(5)(6)
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) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
FLEMING US DISCOVERY FUND III LP

(Last) (First) (Middle)
1221 AVENUE OF THE AMERICAS
40TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FLEMING US DISCOVERY OFFSHORE FUND III L P

(Last) (First) (Middle)
C/O BANK OF BERMUDA, LTD.
6 FRONT STREET

(Street)
HAMILTON D0 HM 11

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FLEMING US DISCOVERY PARTNERS LP

(Last) (First) (Middle)
C/O JP MORGAN PARTNERS
1221 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FLEMING US DISCOVERY LLC

(Last) (First) (Middle)
1221 AVE OF THE AMERICAS 40TH FL
C/O JP MORGAN PARTNERS

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JPMP CAPITAL CORP

(Last) (First) (Middle)
C/O JPMORGAN PARTNERS
1221 AVENUE OF THE AMERICAS 40TH FL.

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
1. Name and Address of Reporting Person*
J P MORGAN CHASE & CO

(Last) (First) (Middle)
270 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. On 11/24/2003, (a) Fleming US Discovery Fund III, L.P. (US Fund) purchased 464,978 shares of Common Stock in the Issuer's public rights offering at the $1.10 per share price, utilizing the remaining outstanding balance and all accrued interest in the amount of $511,475.42 on unsecured promissory notes held by the US Fund, following an offer by the Issuer to do so, and (b) Fleming US Discovery Offshore Fund III, L.P. (Offshore Fund) purchased 74,548 shares of Common Stock in the Issuer's public rights offering at the $1.10 per share price, utilizing the remaining outstanding balance and all accrued interest in the amount of $82,003.26 on unsecured promissory notes held by the Offshore Fund, following an offer by the Issuer to do so.
2. The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have indirect beneficial ownership interests (as described in footnotes 3, 4, 5 and 6 below). The US Fund, as the designated reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.
3. The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. (Discovery Partners) because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.
4. The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC (Discovery, LLC) because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.
5. The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I, but no pecuniary interest.
6. The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.
FLEMING US DISCOVERY FUND III, L.P., By: Fleming US Discovery Partners, L.P., its general partner, By: Fleming US Discovery, LLC, its general partner, By: Richard D. Waters, Jr., Manager 11/24/2003
FLEMING US DISCOVERY OFFSHORE FUND III, L.P., By: Fleming US Discovery Partners, L.P., its general partner, By: Fleming US Discovery, LLC, its general partner, By: Richard D. Waters, Jr., Manager 11/24/2003
FLEMING US DISCOVERY PARTNERS, L.P., By: Fleming US Discovery, LLC, its general partner, By: Richard D. Waters, Jr., Manager 11/24/2003
FLEMING US DISCOVERY, LLC, By: Richard D. Waters, Jr., Manager 11/24/2003
JPMP CAPITAL CORP., By: Richard D. Waters, Jr., Managing Director 11/24/2003
J.P. MORGAN CHASE & CO., By: Anthony J. Horan, Corporate Secretary 11/24/2003
** Signature of Reporting Person Date
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