- Initial Statement of Beneficial Ownership (3)
10 September 2010 - 10:14PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 2011
Estimated average burden
hours per response...
0.5
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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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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SAH-VUL Strategic Partners I, LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
9/8/2010
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3. Issuer Name
and
Ticker or Trading Symbol
GULFSTREAM INTERNATIONAL GROUP INC [GIA]
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(Last)
(First)
(Middle)
1690 SOUTH CONGRESS AVENUE, SUITE 200
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
DELRAY BEACH, FL 33445
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Convertible Promissory Note (Right to Buy)
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9/8/2010
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8/31/2011
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Common Stock
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2142857
(1)
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$0.70
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D
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Common Stock Warrant (Right to Buy)
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9/8/2010
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8/31/2015
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Common Stock
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750000
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$0.70
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D
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Explanation of Responses:
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(
1)
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The Secured Convertible Promissory Note (the "Note") accrues interest at eight percent per annum compounded monthly and has a maturity date of August 31, 2011. The unpaid principal and accrued and unpaid interest under the Note can be converted beginning on September 8, 2010 into common stock of the issuer at a price of $0.70 per share. The reporting person made a required advance under the Note of $500,000.00 on each of September 8, 2010 and September 10, 2010. Assuming that (i) the reporting person makes the additional required advance of $500,000.00 on September 24, 2010 for a total principal amount outstanding of $1,500,000.00, (ii) the issuer repays all interest under the Note in cash, (iii) the principal under the Note is not prepaid, and (iv) cash is issued in lieu of fractional shares, at maturity the Note would be convertible into 2,142,857 shares of the issuer's common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SAH-VUL Strategic Partners I, LLC
1690 SOUTH CONGRESS AVENUE
SUITE 200
DELRAY BEACH, FL 33445
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X
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Signatures
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/s/ William J. Caragol, Manager
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9/10/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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