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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Public Warrants (1) | $ 7 | 01/24/2008 | P | 5,000,000 | (3) | (3) | Common Stock, Par Value $0.001 Per Share | 5,000,000 | (1) | 5,000,000 | I | See Footnote (2) | |||
| Insider Warrants (4) | $ 7.5 | 01/24/2008 | P | 12,500,000 | (5)(6) | (5)(6) | Common Stock, Par Value $0.001 Per Share | 12,500,000 | $ 1 | 12,500,000 | I | See Footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lazard Ltd 30 ROCKEFELLER PLAZA NEW YORK, NY 10020 |
X | X | ||
| Lazard Group LLC 30 ROCKEFELLER PLAZA NEW YORK, NY 10020 |
X | |||
| Lazard Funding LTD LLC C/O SAPPHIRE INDUSTRIALS CORP. 30 ROCKEFELLER PLAZA, 62ND FLOOR NEW YORK, NY 10020 |
X | |||
| /s/ Michael J. Castellano, Chief Financial Officer for Lazard Ltd | 01/24/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael J. Castellano, Chief Financial Officer for Lazard Group LLC | 01/24/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael J. Castellano, Chief Financial Officer for Lazard Funding Limited LLC | 01/24/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each unit ("Unit") purchased in the public offering of Sapphire Industrials Corp. (the "Issuer"), at a price of $10.00, consists of one share of common stock, par value $0.001 per share ("Common Stock"), and one warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one share of Common Stock for $7.00 per share. |
| (2) | These securities are owned by Lazard Funding Limited LLC, whose sole member is Lazard Group LLC. Lazard Ltd controls, directly or indirectly, Lazard Group LLC. Lazard Ltd and Lazard Group LLC are indirect beneficial owners of the reported securities. |
| (3) | The Public Warrants (i) will become exercisable on the later of the completion of the initial business combination and one year from the date of the registration statement relating to the initial public offering of the Issuer's securities and (ii) will not expire until the fourth anniversary of the date of the registration statement relating to the initial public offering of the Issuer's securities. |
| (4) | Each Insider Warrant entitles the holder to purchase one share of Common Stock for $7.50 per share. |
| (5) | The Insider Warrants (i) will become exercisable on the later of the completion of the initial business combination and one year from the date of the registration statement relating to the initial public offering of the Issuer's securities, (ii) will not be redeemable by the Issuer as long as they are held by Lazard Funding Limited LLC or its permitted transferees, (iii) will not be sold or transferred by Lazard Funding Limited LLC (except to its employees or to the Issuer's directors at the same cost per Insider Warrant originally paid by Lazard Funding Limited LLC, who agree to be bound by the same restrictions) until 90 days after the consummation of the initial business combination, and (iv) will not expire until the fourth anniversary of the date of the registration statement relating to the initial public offering of the Issuer's securities. |
| (6) | The Insider Warrants are identical to the warrants included in the Units being offered by the Issuer, except for those differences set forth in the Issuer's Form S-1 filed with the Securities and Exchange Commission on October 11, 2007, as may be amended from time to time. |
| Remarks: Lazard Ltd, a joint filer hereunder, controls, directly or indirectly, Lazard Group LLC. Lazard Group LLC is the sole member of Lazard Funding Limited LLC. Lazard Funding Limited LLC beneficially owns the 22,415,600 shares of Common Stock described in Table 1 hereof and the 5,000,000 Public Warrants and 12,500,000 Insider Warrants described in Table 2 hereof. Lazard Ltd and Lazard Group LLC are indirect beneficial owners of the reported securities. | |