U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
[ ] Check 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*
El-Batrawi Ramy Y.
_______________________________________________________________________________
(Last) (First) (Middle)
5805 Sepulveda Blvd. 8th Floor
_______________________________________________________________________________
(Street)
Van Nuys California 91411
_______________________________________________________________________________
(City) (State) (Zip)
_______________________________________________________________________________
2. Issuer Name and Ticker or Trading Symbol
GenesisIntermedia.com, Inc. GENI
_______________________________________________________________________________
3. IRS Identification Number of Reporting Person,if an Entity (Voluntary)
_______________________________________________________________________________
4. Statement for Month/Year
06/01
_______________________________________________________________________________
5. If Amendment, Date of Original (Month/Year)
_______________________________________________________________________________
6. Relationship of Reporting Person to Issuer
(Check all applicable)
[X] Director [X] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Chief Executive Officer - Chairman of the Board
_______________________________________________________________________________
7. Individual or Joint/Group Filing (Check applicable line)
[X] Form filed by one Reporting Person
[ ] Form filed by more than one Reporting Person
Table I--Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
------------------------------------------------------------------------------------------------------------------------------------
1. Title of Security 2. Transaction 3.Transaction 4. Securities Acquired(A) 5. Amount of 6. Ownership 7. Nature
(Instr. 3) Date Code or Disposed of (D) Securities Form: of
(Month/Date/ (Instr.8) (Instr. 3,4 and 5) Beneficially Direct(D) Indirect
Year) A Owned at End or Beneficially
or of Month Indirect(I) Ownership
Code V Amount D Price (Instr. 3 and 4) (Instr. 4) (Instr. 4)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock 9,045,969 D
* If the Form is filed by more than one Reporting Person, see Instruction
5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
Form 4 (continued)
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) (Columns 1 through 6)
------------------------------------------------------------------------------------------------------------------------------------
1. Title of Derivative 2. Conversion 3. Transaction 4.Transaction 5. Number of Derivative 6. Date Exercisable and
Security or Exercise Date Code Securities Acquired (A) Expiration Date
(Instr. 3) Price of (Month/Day/ (Instr. 8) or Disposed of (D) (Month/Date/Year)
Derivative Year) (Instr. 3,4 and 5) Date Expiration
Security Code V A D Exercisable Date
------------------------------------------------------------------------------------------------------------------------------------
Options $2.00 6/29/01 S 1,000,000 (1) 7/1/2005
Options $4.00 6/29/01 S 1,000,000 (1) 7/1/2005
Options $2.00 6/29/01 S 500,000 (1) 7/1/2005
Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) (Columns 1,3 and 7 through 11)
------------------------------------------------------------------------------------------------------------------------------------
1. Title of 3. Transaction 7. Title and Amount 8. Price 9. Number of 10. Ownership Form of 11. Nature of
Derivative Date of Underlying of Derivative Derivative Derivative Indirect
Security (Month/Day/Year) Securities Security Securities Security: Beneficial
(Instr. 3) (Instr. 3 and 4) (Instr. 5) Beneficially Direct (D) or Ownership
Amount or Number Owned at End of Indirect (I) (Instr. 4)
Title of Shares Month (Instr. 4) (Instr. 4)
------------------------------------------------------------------------------------------------------------------------------------
Options 6/29/01 Common Stock 1,000,000 (1)
Options 6/29/01 Common Stock 1,000,000 (1)
Options 6/29/01 Common Stock 500,000 (1)
Explanation of Responses:
(1) On June 29, 2001, GenesisIntermedia, Inc. (the "Company") announced that it
had received a conditional loan commitment for a $100 million credit
facility from Riverdale LLC, a company owned by Carl C. Icahn. It also
announced that concurrently the parties agreed to principal terms relating
to investment banking services to be provided by Riverdale or its
affiliates. The Company further announced that consummation of the
financing transactions is subject to the negotiation and execution of
definitive credit and security documents and that consummation of any
financings under the facility would be subject to a number of conditions,
including credit review of potential acquisition targets, lender due
diligence of the acquisitions and other conditions to be set forth in any
definitive credit agreement.
The Company also announced that, in conjunction with the conditional
commitment and investment banking services, the Company agreed to issue
warrants to purchase 4 million shares of common stock of the Company to
Riverdale and agreed to grant to Riverdale registration rights with respect
to the common stock issuable upon exercise of the warrants. The Company
also announced that concurrently with this issuance, Reporting Person, the
Company's chairman, agreed to grant to Riverdale options to acquire 1.5
million shares of common stock held by him. The Company also announced that
concurrent with the Company's agreement to grant 4 million warrants to
Riverdale, Reporting Person agreed to grant to the Company options to
acquire 1 million shares of common stock held by Reporting Person. The
stock options identified in Table II above reflect the stock options
granted by the Reporting Person to Riverdale LLC and the Company. The
options granted to the Company are exercisable to the extent Riverdale
exercises the same priced warrants issued to it by the Company. The options
become exercisable within five (5) days after execution and delivery of a
credit agreement between Riverdale and the Company.
/s/ Ramy El-Batrawi July 10, 2001
________________________________ ______________________
**Signature of Reporting Person Date
**International 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 provided is insufficient, See Instruction 6 for procedure.
2