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Form 4 Filed by Englander Israel A on May 05, 2008


This form 4 (insider trading filing) was submitted to the Securities and Exchange Commission (SEC) by insider Englander Israel A on May 05, 2008. The CIK number of this insider is 1017456. At the time of this reporting, Englander Israel A is the Other of Vaughan Foods, Inc. . See all insider stock transactions reported by Englander Israel A and all stock buys, sales, and option exercises made by insiders at Vaughan Foods, Inc. . The stock ticker symbol of Vaughan Foods, Inc. is FOOD.

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, 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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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*
MILLENCO, L.L.C.

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vaughan Foods, Inc. [ FOOD ]
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)
05/01/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
common stock, no par value ("Common Stock") 05/01/2008 P 100 ( 1 ) A $2.45 177,000 ( 2 ) D ( 3 )
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
Class A warrant ("Class A Warrant") $9.75 07/27/2007 ( 4 ) 06/27/2012 ( 4 ) Common Stock 177,000 177,000 ( 2 ) D
Class B warrant ("Class B Warrant") $13 07/27/2007 ( 5 ) 06/27/2012 ( 5 ) Common Stock 177,000 177,000 ( 2 ) D
1. Name and Address of Reporting Person*
MILLENCO, L.L.C.

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MILLENNIUM MANAGEMENT, L.L.C.

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENGLANDER ISRAEL A

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT LLC
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
Explanation of Responses:
1. On May 1, 2008, Millenco LLC, a Delaware limited liability company ("Millenco"), purchased 100 shares of the Issuer's Common Stock to cover a portion of a short sale transaction effected by Millenco on April 25, 2008.
2. As of the date hereof, Millenco beneficially owns 531,000 shares of the Issuer's Common Stock consisting of: i) 177,000 shares of Common Stock; ii) 177,000 shares of Common Stock issuable upon the exercise of 177,000 Class A Warrants; and iii) 177,000 shares of Common Stock issuable upon the exercise of 177,000 Class B Warrants.
3. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco.
4. Each Class A Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $9.75. Each Class A Warrant became exercisable on July 27, 2007 and will expire on June 27, 2012. Commencing six months from the date of the Issuer's prospectus (June 27, 2007), the Issuer may redeem some or all of the Class A Warrants at a price of $0.25 per Class A Warrant, after the Class A Warrants become separately tradeable and after the closing price of the Issuer's Common Stock, as reported on the principal market on which the Issuer's Common Stock trades, has been at or above 200% of the Unit offering price of $6.50 for five consecutive trading days, by giving the holders not less than 30 days' notice.
5. Each Class B Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $13.00. Each Class B Warrant became exercisable on July 27, 2007 and will expire on June 27, 2012. Commencing six months from the date of the Issuer's prospectus (June 27, 2007), the Issuer may redeem some or all of the Class B Warrants, at a price of $0.25 per warrant after the Class B Warrants become separately tradeable by giving the holders not less than 30 days' notice, which the Issuer may do after the its gross revenues, as confirmed by an independent audit, for any period of twelve months preceding the date of the notice, are equal to or greater than $100 million.
Remarks:
Mark Meskin, Chief Executive Officer 05/02/2008
** Signature of Reporting Person Date
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