Edgar Filing: LAGRANGE CAPITAL PARTNERS OFFSHORE FUND LTD

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Johnson Frank L

2. Issuer Name and Ticker or Trading Symbol
FORWARD INDUSTRIES INC [FORD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

570 LEXINGTON AVENUE, 27TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2010

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)
06/02/2010

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share ⁽¹⁾	05/28/2010		P		26,560	A	$ 5	320,993	I	Capital Partners Offshore ⁽²⁾
Common Stock, par value $0.01 per share ⁽¹⁾	06/01/2010		P		5,477 ⁽³⁾	A	$ 4.9206	326,470	I	Capital Partners Offshore ⁽²⁾
Common Stock, par value $0.01 per share ⁽¹⁾	06/02/2010		P		2,221	A	$ 5.1638	328,691	I	Capital Partners Offshore ⁽²⁾
Common Stock, par value $0.01 per share ⁽¹⁾	05/28/2010		P		126,160	A	$ 5	1,528,367	I	LaGrange Capital Partners, L.P. ⁽⁴⁾
Common Stock, par value $0.01 per share ⁽¹⁾	06/01/2010		P		26,741 ⁽³⁾	A	$ 4.9206	1,555,108	I	LaGrange Capital Partners, L.P. ⁽⁴⁾
Common Stock, par value $0.01 per share ⁽¹⁾	06/02/2010		P		10,844	A	$ 5.1638	1,565,952	I	LaGrange Capital Partners, L.P. ⁽⁴⁾
Common Stock, par value $0.01 per share ⁽¹⁾	05/28/2010		P		13,280	A	$ 5	163,802	I	Situations Yield Master Fund ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Johnson Frank L 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY 10022		X
LaGrange Capital Partners LP 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY 10022		X
LAGRANGE CAPITAL PARTNERS OFFSHORE FUND LTD 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY 10022		X
LaGrange Capital Administration, L.L.C. 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY 10022		X
LaGrange Capital Management, LLC 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY 10022		X
LaGrange Special Situations Yield Master Fund, Ltd. 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY 10022		X

Signatures

By: By: /s/ Frank LaGrange Johnson		06/08/2010
^**Signature of Reporting Person		Date
By: LaGrange Capital Partners, L.P., By: LaGrange Capital Management, L.L.C., its General Partner, By: /s/ Frank LaGrange Johnson, its sole Member		06/08/2010
^**Signature of Reporting Person		Date
By: LaGrange Capital Partners Offshore Fund, Ltd., By: LaGrange Capital Administration, L.L.C., its Investment Manager, By: /s/ Frank LaGrange Johnson, its Managing Member		06/08/2010
^**Signature of Reporting Person		Date
By: LaGrange Capital Administration, L.L.C., By: /s/ Frank LaGrange Johnson, its Managing Member		06/08/2010
^**Signature of Reporting Person		Date
By: LaGrange Capital Management, L.L.C., By: /s/ Frank LaGrange Johnson, its sole Member		06/08/2010
^**Signature of Reporting Person		Date
By: LaGrange Special Situations Yield Master Fund, Ltd., By: LaGrange Capital Administration, L.L.C., its Investment Manager, By: /s/ Frank LaGrange Johnson, its Managing Member		06/08/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	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 Special Situations Yield Master Fund, Ltd. ("Situations Master 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 Section 13(d) group with respect to the securities of the Issuer that beneficially owns in excess of 10% of the Issuer's outstanding Shares. 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.
(2)	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.
(3)	This Form 4 amends and restates the Form 4 filed by the Reporting Persons on June 2, 2010 to reflect a reallocation of the Shares purchased by Capital Partners and Capital Partners Offshore Fund. Capital Partners purchased 5,477 Shares at a purchase price of $4.9206 rather than 7,250 Shares at the same purchase price and Capital Partners Offshore Fund purchased 26,741 Shares at a purchase price of $4.9206 rather than 24,968 Shares at the same purchase price.
(4)	Shares beneficially owned by Capital Partners. As the general partner of Capital Partners, Capital Management may be deemed to beneficially own the Shares owned 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.
(5)	Shares beneficially owned by Situations Master Fund. As the investment manager of Situations Yield Master Fund, Capital Administration may be deemed to beneficially own the Shares beneficially owned by Situations Yield Master Fund. As the managing member of Capital Administration, Frank L. Johnson may be deemed to beneficially own the Shares beneficially owned by Situations Yield Master Fund.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.