Edgar Filing: WYNNEFIELD CAPITAL INC

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WYNNEFIELD PARTNERS SMALL CAP VALUE LP

2. Issuer Name and Ticker or Trading Symbol
Aftersoft Group [ASFG]

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)

450 SEVENTH AVENUE, SUITE 509

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2009

(Street)

NEW YORK, NY 10123

4. If Amendment, Date 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

(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	05/20/2009		P⁽²⁾		128,922	A	$ 0.0613	2,451,015 ⁽¹⁾ ⁽³⁾	D
Common Stock	05/20/2009		P⁽⁴⁾		171,000	A	$ 0.0613	6,961,879 ⁽¹⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾	I	See notes (1), (5), (7), (8) and (9)
Common Stock	05/20/2009		P⁽⁶⁾		134,700	A	$ 0.0613	6,961,879 ⁽¹⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾	I	See notes (1), (5), (7), (8) and (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
WYNNEFIELD PARTNERS SMALL CAP VALUE LP 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123		X
WYNNEFIELD PARTNERS SMALL CAP VALUE LP I 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123		X
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD 450 SEVENTH AVE STE 509 NEW YORK, NY 10123		X
Wynnefield Capital, Inc. Profit Sharing Plan 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123		X
CHANNEL PARTNERSHIP II L P 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123		X
WYNNEFIELD CAPITAL MANAGEMENT LLC 450 SEVENTH AVE STE 509 NEW YORK, NY 10123		X
WYNNEFIELD CAPITAL INC 450 SEVENTH AVENUE., SUITE 509 NEW YORK, NY 10123		X
OBUS NELSON 450 SEVENTH AVENUE., SUITE 509 NEW YORK, NY 10123		X
LANDES JOSHUA 450 SEVENTH AVENUE., SUITE 509 NEW YORK, NY 10123		X

Signatures

Wynnefield Partners Small Cap Value, L.P. By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Co-Managing Member		05/22/2009
^**Signature of Reporting Person		Date
Wynnefield Partners Small Cap Value, L.P.I By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Co-Managing Member		05/22/2009
^**Signature of Reporting Person		Date
Wynnefield Small Cap Value Offshore Fund, Ltd. By: Wynnefield Capital, Inc., /s/ Nelson Obus, President		05/22/2009
^**Signature of Reporting Person		Date
Wynnefield Capital, Inc. Profit Sharing Plan, /s/ Nelson Obus, Portfolio Manager		05/22/2009
^**Signature of Reporting Person		Date
Channel Partnership II, L.P., /s/ Nelson Obus, General Partner		05/22/2009
^**Signature of Reporting Person		Date
Wynnefield Capital Management, LLC, /s/ Nelson Obus, Co-Managing Member		05/22/2009
^**Signature of Reporting Person		Date
Wynnefield Capital, Inc., /s/ Nelson Obus, President		05/22/2009
^**Signature of Reporting Person		Date
/s/ Nelson Obus, Individually		05/22/2009
^**Signature of Reporting Person		Date
/s/ Joshua Landes, Individually		05/22/2009
^**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 being filed jointly by Wynnefield Partners Small Cap Value, L.P. ("Partners"), Wynnefield Partners Small Cap Value, L.P. I ("Partners I"), Wynnefield Small Cap Value Offshore Fund, Ltd. ("Offshore"), Channel Partnership II, L.P. ("Channel"), Wynnefield Capital Inc. Profit Sharing Plan (the "Plan"), Wynnefield Capital Management, LLC ("WCM"), Wynnefield Capital, Inc. ("WCI"), Nelson Obus and Joshua Landes (each, a "Reporting Owner"), as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Owners maintains an office at the same address. Each of the Reporting Owners identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities.
(2)	Purchased by Partners.
(3)	As of May 22, 2009, Partners directly beneficially owns 2,451,015 shares of common stock, $0.01 par value per share ("Common Stock") of Aftersoft Group, Inc. (the "Issuer") and warrants to purchase 833,334 shares of Common Stock. WCM, as the sole general partner of Partners, has an indirect beneficial ownership interest in the shares of Common Stock that Partners directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of WCM, have an indirect beneficial ownership interest in the shares of Common Stock that Partners directly beneficially owns.
(4)	Purchased by Partners I.
(5)	As of May 22, 2009, Partners has an indirect beneficial ownership interest in 3,065,485 shares of Common Stock and warrants to purchase 833,334 shares of Common Stock which are directly beneficially owned by Partners I. WCM, as the sole general partner of Partners I, has an indirect beneficial ownership interest in the shares of Common Stock that Partners I directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of WCM, have an indirect beneficial ownership interest in the shares of Common Stock that Partners I directly beneficially owns.
(6)	Purchased by Offshore.
(7)	As of May 22, 2009, Partners has an indirect beneficial ownership interest in 2,860,963 shares of Common Stock and warrants to purchase 833,334 shares of Common Stock, which are directly beneficially owned by Offshore. WCI, as the sole investment manager of Offshore, has an indirect beneficial ownership interest in the shares of Common Stock that Offshore directly beneficially owns. Nelson Obus and Joshua Landes, as principal executive officers of WCI, have an indirect beneficial ownership interest in the shares of Common Stock that Offshore directly beneficially owns.
(8)	As of May 22, 2009, Partners has an indirect beneficial ownership interest in 410,431 shares of Common Stock directly beneficially owned by the Plan. As the portfolio manager of the Plan, Nelson Obus has the power to vote and dispose of the Plan's investments in securities and has an indirect beneficial ownership interest in the shares of Common Stock that the Plan directly beneficially owns.
(9)	As of May 22, 2009, Partners has an indirect beneficial ownership interest in 625,000 shares of Common Stock and warrants to purchase 625,000 shares of Common Stock, which are directly beneficially owned by Channel. Nelson Obus, as the sole general partner of Channel, has an indirect beneficial ownership interest in the shares of Common Stock that Channel directly beneficially owns.
Remarks: The filing of this statement shall not be deemed an admission that any of the Reporting Owners identified in this statement are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them.

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