UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants (2) | Â (3) | 10/02/2010 | Common Stock | 863,636 | $ 5 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROSENFELD ERIC RHAPSODY ACQUISITION CORP. 10 EAST 53RD STREET NEW YORK, NY 10022 |
 X |  X |  CEO and President |  |
/s/ Eric S. Rosenfeld | 10/03/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reporting person's wife is the sole trustee of the Rosenfeld 1991 Children's Trust. |
(2) | These Warrants have been purchased by the reporting person for $1.10 per Warrant in a private placement. |
(3) | The Warrants will become exercisable on the later of the completion of a business combination with a target business or October 3, 2007. |
 Remarks: The OTC Bulletin Board has not yet provided Rhapsody Acquisition Corp. with a trading symbol. |