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*
RALES STEVEN M

(Last) (First) (Middle)
2099 PENNSYLVANIA AVENUE
N.W., 12TH FLOOR

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Colfax CORP [ CFX ]
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)
05/13/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Series A Convertible Preferred Stock, par value $.001 05/13/2008 J(1) 4,571.0175 D (1) 0 D
Common Stock, par value $.001 05/13/2008 J(1) 253,945 A $18 9,380,167 D
Common Stock, par value $.001 05/13/2008 S 253,945 D $18 9,126,222 D
Series A Convertible Preferred Stock, par value $.001 05/13/2008 J(2) 130,964.811 D (2) 0 I(3) By Colfax Capital Corporation
Common Stock, par value $.001 05/13/2008 J(2) 7,275,823 A $18 7,275,823 I(3) By Colfax Capital Corporation
Common Stock, par value $.001 05/13/2008 S 7,275,823 D $18 0 I(3) By Colfax Capital Corporation
Series A Convertible Preferred Stock, par value $.001 05/13/2008 J(4) 34,677.982 D (4) 0 I(3) By Janalia Corporation
Common Stock, par value $.001 05/13/2008 J(4) 1,926,555 A $18 1,926,555 I(3) By Janalia Corporation
Common Stock, par value $.001 05/13/2008 S 1,926,555 D $18 0 I(3) By Janalia Corporation
Common Stock, par value $.001 19,388 I(3) By Capital Yield Corporation
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
Explanation of Responses:
1. 4,571.0175 shares of Series A Convertible Preferred Stock owned by the reporting person converted automatically into 253,945 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering. The conversion is eligible for the exemption provided by Rule 16b-7 promulgated under the Securities Exchange Act of 1934.
2. 130,964.811 shares of Series A Convertible Preferred Stock owned indirectly by the reporting person converted automatically into 7,275,823 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering. The conversion is eligible for the exemption provided by Rule 16b-7 promulgated under the Securities Exchange Act of 1934.
3. These shares are held by an entity of which Steven M. Rales and Mitchell P. Rales are the sole stockholders. The reporting person disclaims beneficial ownership of these securities to the extent that they are benifically owned by Mitchell P. Rales.
4. 34,677.982 shares of Series A Convertible Preferred Stock owned indirectly by the reporting person converted automatically into 1,926,555 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering. The conversion is eligible for the exemption provided by Rule 16b-7 promulgated under the Securities Exchange Act of 1934.
/s/ Thomas M. O'Brien, Attorney-in-Fact 05/14/2008
** Signature of Reporting Person Date
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).
** 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 is insufficient, see Instruction 6 for procedure.
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