Sec Form 4/A Filing - VISION CAPITAL ADVISORS, LLC @ MARKETING WORLDWIDE CORP - 2011-06-06

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FORM 4/A
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
VISION CAPITAL ADVISORS, LLC
2. Issuer Name and Ticker or Trading Symbol
MARKETING WORLDWIDE CORP [ MWWC.OB]
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)
20 WEST 55TH STREET, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/06/2011
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
06/08/2011
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 ($0.001 par value) 06/06/2011 S 34,734 D $ 0.026 10,349,271 I By Vision Opportunity Master Fund, Ltd. ( 1 )
Common Stock ($0.001 par value) 06/06/2011 S 10,266 D $ 0.026 3,058,778 I By Vision Capital Advantage Fund, L.P. ( 2 )
Common Stock ($0.001 par value) 06/07/2011 S 115,780 D $ 0.0247 ( 3 ) 10,233,491 I By Vision Opportunity Master Fund, Ltd. ( 1 )
Common Stock ($0.001 par value) 06/07/2011 S 34,220 D $ 0.0247 ( 3 ) 3,024,558 I By Vision Capital Advantage Fund, L.P. ( 2 )
Common Stock ($0.001 par value) 06/08/2011 S 30,103 D $ 0.0247 ( 4 ) 10,203,388 I By Vision Opportunity Master Fund, Ltd. ( 1 )
Common Stock ($0.001 par value) 06/08/2011 S 8,897 D $ 0.0247 ( 4 ) 3,015,661 I By Vision Capital Advantage Fund, L.P. ( 2 )
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
VISION CAPITAL ADVISORS, LLC
20 WEST 55TH STREET
5TH FLOOR
NEW YORK, NY10019
X
BENOWITZ ADAM
C/O VISION CAPITAL ADVISORS, LLC
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY10019
X
Vision Opportunity Master Fund, Ltd.
C/O OGIER FIDUCIARY SERVICES (CAY) LTD.
88 NEXUS WAY
CAMANA BAY, GRAND CAYMAN, E9KY1-9007
X
Vision Capital Advantage Fund, L.P.
C/O VISION CAPITAL ADVISORS
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY10019
X
VCAF GP, LLC
C/O VISION CAPITAL ADVISORS
20 WEST 55TH STREET, 5TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Adam Benowitz - For himself, as Managing Member of the Investment Manager, as a Director of the Fund 08/03/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the Managing Member of the Investment Manager and a Director of the Fund. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
( 2 )VCAF GP, LLC (the "General Partner") serves as general partner of Vision Capital Advantage Fund, L.P. ("VCAF"), the direct owner of the subject securities. The Investment Manager is the investment manager of VCAF designated by the General Partner. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act or for any other purpose.
( 3 )Price represents the weighted average price with respect to shares purchased on this date. This transaction was executed in multiple trades ranging from $0.023 to $0.025. The Reporting Persons hereby undertake to provide upon request by the SEC, the issuer, or any security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 4 )Price represents the weighted average price with respect to shares purchased on this date. This transaction was executed in multiple trades ranging from $0.024 to $0.026. The Reporting Persons hereby undertake to provide upon request by the SEC, the issuer, or any security holder of the issuer, full information regarding the number of shares purchased at each separate price.

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