Forward Industries, Inc. — Director's Dealing 2012

Oct 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORWARD INDUSTRIES INC (FORD)
CIK: 0000038264
Period of Report: 2012-10-24

Reporting Person: Johnson Frank L (Director, Member of 13(d) group)
Reporting Person: LaGrange Capital Partners LP (Member of 13(d) group)
Reporting Person: LaGrange Capital Management, LLC (Member of 13(d) group)
Reporting Person: LAGRANGE CAPITAL PARTNERS OFFSHORE FUND LTD (Member of 13(d) group)
Reporting Person: LaGrange Capital Administration, L.L.C. (Member of 13(d) group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-24	Common Stock, par value $0.01 per share	X	410961	$1.8	Disposed	433478	Indirect
2012-10-24	Common Stock, par value $0.01 per share	X	95772	$1.8	Disposed	94370	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-24	Call Option (obligation to sell)	$1.8	E	410961	Disposed	2012-10-24	Common Stock (410961)	Indirect
2012-10-24	Call Option (obligation to sell)	$1.8	E	95772	Disposed	2012-10-24	Common Stock (95772)	Indirect
2012-10-24	Put Option (right to sell)	$1.8	X	410961	Disposed	2012-10-24	Common Stock (410961)	Indirect
2012-10-24	Put Option (right to sell)	$1.8	X	95772	Disposed	2012-10-24	Common Stock (95772)	Indirect

Footnotes

F1: This Form 4 is filed jointly by LaGrange Capital Partners, L.P. ("Capital Partners"), LaGrange Capital Partners Offshore Fund, Ltd. ("Capital Partners Offshore Fund"), LaGrange Capital Management, L.L.C. ("Capital Management"), LaGrange Capital Administration, L.L.C. ("Capital Administration") and Frank L. Johnson. Each of the Reporting Persons is a member of a Schedule 13(d) group with respect to the securities of the Issuer that beneficially owns approximately 6.5% of the Issuer's oustanding shares of common stock. As members of the group, each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by the other members of the group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer beneficially owned by the other members of the group except to the extent of his or its pecuniary interest therein.

F2: Shares beneficially owned by Capital Partners. As the general partner of Capital Partners, Capital Management may be deemed to beneficially own the Shares owned beneficially by Capital Partners. As the sole member of Capital Management, Frank L. Johnson may be deemed to beneficially own the Shares beneficially owned by Capital Partners.

F3: Shares beneficially owned by Capital Partners Offshore Fund. As the investment manager of Capital Partners Offshore Fund, Capital Administration may be deemed to beneficially own the Shares beneficially owned by Capital Partners Offshore Fund. As the managing member of Capital Administration, Frank L. Johnson may be deemed to beneficially own the Shares beneficially owned by Capital Partners Offshore Fund.

F4: The Reporting Persons previously granted an option to purchase an aggregate of 506,733 Shares at an exercise price of $1.80 per Share (the "Option") to Terence Bernard Wise ("Purchaser"). The Reporting Persons had a reciprocal right to put such Shares to the Purchaser on the same terms, which put right was exercised on 10/24/12.

F5: The Option was originally exercisable by Purchaser on June 8, 2013 and by the Reporting Persons at any time during the term of the Option. Under the terms of the Option, the Option was to terminate at the earliest of (i) the closing of the exercsie of the Option, (ii) the effective date of a Corporate Transaction, as defined in the Option, (iii) June 8, 2013 or (iv) the date that the Purchaser and the Reporting Persons voluntarily terminate the Option by a writing signed by each thereof.