SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FROST PHILLIP MD ET AL

(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD

(Street)
MIAMI FL 33137-3227

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CELLULAR TECHNICAL SERVICES CO INC [ CTSC.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 09/04/2007 A 2,588,965 A $0.00(1) 4,013,965 I Frost Gamma Investments Trust(2)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $0.00(3) 09/04/2007 A 785,383 09/04/2007 09/04/2017 Common Stock 785,383 $0.00(4) 785,383 I The Frost Group, LLC(5)
1. Name and Address of Reporting Person*
FROST PHILLIP MD ET AL

(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD

(Street)
MIAMI FL 33137-3227

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Frost Gamma Investment Trust

(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD

(Street)
MIAMI FL 33137-3227

(City) (State) (Zip)
Explanation of Responses:
1. Received in exchange for the 23% equity interest in SafeStitch LLC formerly held by Frost Gamma Investments Trust, in connection with the Issuer's acquisition of 100% of the equity interests in SafeStitch LLC.
2. These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. The Reporting Person is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation, of which the Reporting Person is the sole shareholder.
3. The exercise price of the warrants is a per share dollar amount equal to the quotient of the stockholders' equity of CTSC, as of close of business on September 4, 2007, plus $1,250,000 divided by the total number of fully-diluted shares of CTSC after the purchase of SafeStitch LLC.
4. Received as partial consideration for the extension of a line of credit by The Frost Group, LLC to the Issuer in the aggregate principal amount of $3,900,000.
5. All warrants are held by The Frost Group, LLC. Frost Gamma Investments Trust is a principal member of The Frost Group, LLC. Dr. Frost and the Frost Gamma Investments Trust disclaim beneficial ownership of these warrants to purchase common stock, except to the extent of any pecuniary interest therein.
Remarks:
Exhibit List: Exhibit 99 -- Joint Filer Information
/s/ Phillip Frost, M.D. 09/06/2007
/s/ Phillip Frost, M.D. as trustee 09/06/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
                                                                      EXHIBIT 99

Form 4 - Joint Filer Information

Name:                    Frost Gamma Investments Trust

Address:                 4400 Biscayne Boulevard
                         15th Floor
                         Miami, Florida 33137

Designated Filer:        Phillip Frost, M.D.

Issuer & Ticker Symbol:  Cellular Technical Services Company, Inc. (CTSC.OB)

Date of Event Requiring
           Statement:    September 4, 2007


Signature: /s/ Phillip Frost, M.D., Trustee
           --------------------------------
           Phillip Frost, M.D. Trustee