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Filing Details

Accession Number:: 0001209191-10-053727
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-11-08 16:51:26
Reporting Period:: 2010-03-23

Filing Date:: 2010-11-08
Accepted Time:: 2010-11-08 16:51:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1355128	Ocz Technology Group Inc	OCZ	Computer Storage Devices (3572)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1321711	Empire Capital Management, L.l.c.	1 Gorham Island, Suite 201 Westport CT 06880		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-03-23	1,000,000	$3.00	1,000,000	No	4	P	Indirect	See Notes
Common Stock	Acquisiton	2010-10-29	1,298,174	$3.08	1,298,174	No	4	P	Indirect	See Notes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Notes
No	4	P	Indirect	See Notes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock Par $0.0025	Warrants	Acquisiton	2010-03-23	500,000	$3.00	500,000	$5.25
Common Stock Par $0.0025	Warrants	Acquisiton	2010-10-29	324,543	$3.08	324,543	$5.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
500,000	2010-03-23	2015-03-23	No	4	P	Indirect
324,543	2011-05-03	2016-05-03	No	4	P	Indirect

Footnotes

The shares of Common Stock to which this note relates are held directly by Empire Capital Partners, LP ("Empire Capital"), with respect to 330,869 Common Stock Shares; Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore") as to 284,716 Common Stock Shares; and Empire Capital Partners Enhanced Master Fund LTD, ("Enhanced Master" and collectively withEmpire Capital and Empire Offshore, the "Empire Funds") as to 384,415 Common Stock Shares directly owned by it.
On March 23, 2010, Empire Capital, Empire Offshore and Enhanced Master (the Empire Funds) entered into a Securities Purchase Agreement to purchase an aggregate 1,000,000 shares of the Issuers common stock at a price of $3.00 per share, par value $0.0025 per share and, in addition, received Warrants to purchase an aggregate 500,000 shares of common stock at an exercise price of$5.25 per share. The Warrants are exercisable immediately and expire on March 23, 2015 and may also be exercised on a cashless basis. The foregoing descriptions of the Securities Purchase Agreements and Warrants do not purport to be complete descriptions of the information contained in such documents.
Empire Capital Management, LLC (the "Investment Manager") serves as the Investment Manager to and has investment discretion over the securities held by Empire Offshore and Enhanced Master. Empire GP, LLC ("Empire GP"), serves as the general partner of Empire Capital. Mr. Scott Fine and Mr. Peter Richards are managing members of the Investment Manager and managing partners of Empire GP.
Mr. Fine, Mr. Richards, the Investment Manager, Empire GP and the Empire Funds disclaim beneficial ownership of any of the Issuer's securities to which this Form 4 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), except as to such securities in which each such person may be deemed to have a pecuniary interest pursuant to the Act.
The shares of Common Stock to which this note relates are held directly by Empire Capital Partners, LP ("Empire Capital"), with respect to 433,006 Common Stock Shares; Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore") as to 337,428 Common Stock Shares; and Empire Capital Partners Enhanced Master Fund LTD, ("Enhanced Master" and collectively withEmpire Capital and Empire Offshore, the "Empire Funds") as to 527,740 Common Stock Shares directly owned by it.
On October 29, 2010, Empire Capital, Empire Offshore and Enhanced Master (the Empire Funds) entered into a Securities Purchase Agreement to purchase an aggregate of 1,298,174 shares of the Issuer's common stock at a price of $3.08125 per share, par value $0.0025 per share and, in addition, received Warrants to purchase an aggregate 324,543 shares of common stock at anexercise price of $5.25 per share. The Warrants are exercisable six (6) months and one (1) day after the date of issuance (November 2, 2010), expire on the five (5) year anniversary of the date of issuance and may be exercised on a cashless basis. The foregoing descriptions of the Securities Purchase Agreements and Warrants do not purport to be complete descriptions of the information contained in such documents.
The Warrants to which this note relates are held directly by Empire Capital Partners, LP ("Empire Capital"), with respect to 165,435 shares based on Warrants; Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore") as to 142,358 shares based on Warrants; and Empire Capital Partners Enhanced Master Fund LTD, ("Enhanced Master" and collectively with Empire Capital and Empire Offshore, the "Empire Funds") as to 192,208 shares based on Warrants directly owned by it.
The Warrants to which this note relates are held directly by Empire Capital Partners, LP ("Empire Capital"), with respect to 108,251 shares based on Warrants; Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore") as to 84,357 shares based on Warrants; and Empire Capital Partners Enhanced Master Fund LTD, ("Enhanced Master" and collectively with Empire Capital and Empire Offshore, the "Empire Funds") as to 131,935 shares based on Warrants directly owned by it.