Sec Form 4 Filing - RAPTOR CAPITAL MANAGEMENT LP @ Uni-Pixel - 2012-08-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
RAPTOR CAPITAL MANAGEMENT LP
2. Issuer Name and Ticker or Trading Symbol
Uni-Pixel [ UNXL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
280 CONGRESS, 12TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2012
(Street)
BOSTON, MA02210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/09/2012 S 1,037,080 D $ 5.25 0 ( 1 ) I See footnotes ( 2 ) ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RAPTOR CAPITAL MANAGEMENT LP
280 CONGRESS, 12TH FLOOR
BOSTON, MA02210
X
Raptor Global Portfolio Liquidating Trust
C/O RAPTOR CAPITAL MANAGEMENT LP
280 CONGRESS, 12TH FLOOR
BOSTON, MA02210
X
Altar Rock Fund Liquidating Trust
C/O RAPTOR CAPITAL MANAGEMENT LP
280 CONGRESS, 12TH FLOOR
BOSTON, MA02210
X
RAPTOR CAPITAL MANAGEMENT GP LLC
RAPTOR CAPITAL MANAGEMENT LP
280 CONGRESS, 12TH FLOOR
BOSTON, MA02210
X
RAPTOR GROUP HOLDINGS LP
RAPTOR CAPITAL MANAGEMENT LP
280 CONGRESS, 12TH FLOOR
BOSTON, MA02210
X
RAPTOR HOLDCO GP LLC
RAPTOR CAPITAL MANAGEMENT LP
280 CONGRESS, 12TH FLOOR
BOSTON, MA02210
X
RAPTOR CAPITAL MANAGEMENT, INC
RAPTOR CAPITAL MANAGEMENT LP
280 CONGRESS, 12TH FLOOR
BOSTON, MA02210
X
PALLOTTA JAMES J
C/O RAPTOR CAPITAL MANAGEMENT LP
280 CONGRESS, 12TH FLOOR
BOSTON, MA02210
X
Signatures
/s/ Robert Needham, Attorney in Fact for the Reporting Persons 08/13/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 10, 2010, the Common Stock of the Issuer underwent a reverse stock split at a ratio of 1:15, resulting in the reporting persons' ownership of 1,037,080 shares of Common Stock immediately preceding the transaction reported on this line.
( 2 )The shares of Common Stock to which this relates were held directly by (i) The Altar Rock Fund Liquidating Trust ("Altar Rock") (the liquidating entity for The Altar Rock Fund L.P.) and (ii) The Raptor Global Portfolio Liquidating Trust ("Raptor Global") (the liquidating entity for The Raptor Global Portfolio Ltd.). Raptor Capital Management LP (the "Manager") has voting and dispositive authority over the securities directly owned by Altar Rock and Raptor Global.
( 3 )Raptor Capital Management GP LLC, a Delaware limited liability company (the "General Partner") is the general partner of the Manager. The General Partner may be deemed to control the Manager and therefore may be deemed to beneficially own securities reported herein. Raptor Group Holdings LP, a Delaware limited partnership ("Group Holdings"), is the managing member of the General Partner. It may be deemed to control the General Partner and therefore may be deemed to beneficially own the securities reported herein. Raptor Holdco GP LLC ("Holdco") is the general partner of Group Holdings. As such, it may be deemed to control Group Holdings and it may be deemed to be the beneficial owner of the securities reported herein.
( 4 )(continued from footnote 3) Raptor Capital Management, Inc., a Delaware corporation ("RCM, Inc."), is the managing member of Holdco. As such it may be deemed to control Holdco and to be the beneficial owner of the securities reported herein. James J. Pallotta is the Chairman of the Board of Directors, President and Managing Director of RCM, Inc. As such, Mr. Pallotta may be deemed to beneficially own the securities reported herein. Each of the Manager, the General Partner, Group Holdings, Holdco, RCM, Inc. and Mr. Pallotta expressly disclaim beneficial ownership except to the extent of its pecuniary interest therein.

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