UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly with
a market maker
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1(a) NAME OF ISSUER (Please type or print)
NATCO GROUP INC. [NTG]
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1(b) IRS IDENT. NO. |(c) SEC FILE NO.
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22-2906892 | 0001057693
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1(d) ADDRESS OF ISSUER STREET
2950 NORTH LOOP WEST, 7TH FLOOR
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1(d) CITY STATE ZIP CODE
HOUSTON TX 77092
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1(e) TELEPHONE
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AREA CODE |NUMBER
|
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2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
SEE ANNEX A
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2(b) IRS IDENT. NO. (c) RELATIONSHIP TO ISSUER
SEE ANNEX A N/A
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2(d) ADDRESS STREET
SEE ANNEX A
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2(d) CITY STATE ZIP CODE
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INSTRUCTION: The person filing this notice should contact the issuer to obtain
the I.R.S. Identification Number and the SEC File Number.
SEC USE
3(a) (b) ONLY (c) (d) (e) (f) (g)
Title of the Name and Address of Broker- Number of Aggregate Number of Shares Approximate Name of Each
Class of Each Broker Through Dealer Shares or Market or Other Units Date of Sale Securities
Securities Whom the Securities File Other Units Value Outstanding (See instr. 3(f)) Exchange
to be Sold are to be Offered Number to be Sold (See instr. (See instr. 3(e)) (MO. DAY YR.) (See instr. 3(g))
or Each Market (See instr. 3(d))
Maker who is 3(c))
Acquiring the
Securities
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COMMON BAYPOINT TRADING, LLC $19,160,000
STOCK 450 SANSOME STREET, 400,000* AS OF 17,398,689 7/10/07 NYSE
16TH FL. 7/09/07
SAN FRANCISCO, CA 94111
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* SEE ANNEX A
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of the
purchase price or other consideration therefore:
Name of Person
from Whom Acquired
Title of Date You Nature of (If gift, also give date Amount of Date of
the Class Acquired Acquisition Transaction donor acquired) Securities Acquired Payment Nature of Payment
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SERIES B** PRIVATE NEGOTIATED
CONVERTIBLE 4/7/06 TRANSACTION OFF THE LIME ROCK PARTNERS 13,037 4/7/06 CASH
PREFERRED EXCHANGE
STOCK
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** This form covers a total of 400,000 shares of the issuer's common stock,
all of which are being acquired solely in consideration for surrender for
conversion, in accordance with their terms, of a total of 3,122 shares of
the issuer's convertible preferred stock acquired as described in the
table and no other consideration.
INSTRUCTIONS:
1. If the securities were purchased and full payment therefore was not made in
cash at the time of purchase, explain in the table or in a note thereto the
nature of the consideration given. If the consideration consisted of any note or
other obligation, or if payment was made in installments describe the
arrangement and state when the note or other obligation was discharged in full
or the last installment paid.
2. If within two years after the acquisition of the securities the person for
whose account they are to be sold had any short positions, put or other option
to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish
full information with respect thereto.
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during
the past 3 months by the person for whose account the securities are to be sold.
Amount of Gross
Name and Address of Seller Title of Securities Sold Date of Sale Securities Proceeds
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see Annex A COMMON STOCK 6/15/2007 110,061 $5,313,821
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REMARKS:
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to be
sold but also as to sales by all persons whose sales are required by paragraph
(e) of Rule 144 to be aggregated with sales for the account of the person filing
this notice.
ATTENTION:
The person for whose account the securities to which this notice relates are to
sold hereby represents by signing this notice that he does not know any material
adverse information in regard to the current and prospective operations of the
Issuer of the securities to be sold which have not been publicly disclosed.
7/10/07 DAVID NIERENBERG SEE ANNEX A
(DATE OF NOTICE) (SIGNATURE)
The notice shall be signed by the person for whose account the securities are to
be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal
Criminal Violations (See 18 U.S.C. 1001).