Form 3 Heslop Ryan For: Aug 27 (10K)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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:		3235-0104
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person^*

Firefly Value Partners, LP

(Last)

(First)

(Middle)

551 FIFTH AVE, 36TH FLOOR

(Street)

NEW YORK

10176

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2009

3. Issuer Name and Ticker or Trading Symbol
SOAPSTONE NETWORKS INC. [SOAP]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001	819,345	I	By FVP Master Fund, L.P. ⁽¹⁾
Common Stock, par value $0.0001	755,850	I	By FVP US-Q, LP ⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Firefly Value Partners, LP ("Firefly Partners") serves as investment manager to FVP Master Fund, L.P. (the "FVP Master Fund"), the direct owner of the subject securities. FVP GP, LLC ("FVP GP") serves as the general partner of the FVP Master Fund and Firefly Management Company GP, LLC ("Firefly Management") serves as the general partner of Firefly Partners. Messrs. Ryan Heslop and Ariel Warszawski are the managing members of FVP GP and Firefly Management. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934 ("Exchange Act") or for any other purpose.

2. Firefly Partners serves as investment manager to FVP US-Q, LP (the "FVP Fund"), the direct owner of the subject securities. FVP GP serves as the general partner of the FVP Fund and Firefly Management serves as the general partner of Firefly Partners. Messrs. Ryan Heslop and Ariel Warszawski are the managing members of FVP GP and Firefly Management. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ Ariel Warszawski, for himself, as Managing Member of FVP GP (for itself and as general partner of the FVP Master Fund and the FVP Fund) and of Firefly Management (for itself and as general partners of Firefly Partners)	09/03/2009
	** Signature of Reporting Person	Date
	/s/ Ryan Heslop	09/03/2009
	** 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 5(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.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment