UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
1. Name and Address 2. Issuer Name and Ticker 6. Relationship of Reporting
Of Reporting Person Person to Issuer
(Last, First, Middle) SHELLS SEAFOOD x_Director
RESTAURANTS, INC. __Officer
Gardner, J. Stephen ("SHLL.OB") __10% owner *
220 S. Franklin S __Other
Tampa, FL 33602 See footnotes 1 and 2
3. IRS ID Number 4. Statement 7. Individual or Joint
Of Reporting for Month/Year Group Reporting
Person, if and
entity (voluntary) 12/02/02 ___Form Filed by
One Reporting Person
NA 5. If Amendment, __Form Filed by more
Date of Original than one Reporting
(Month, Year) Person
N/A
* Assumes the exercise in full by all holders of the warrants issued
by Shells Seafood Restaurants, Inc. on January 31, 2002, enabling the
holders to acquire 8,908,030 shares of common stock.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security 2. Trans- 3. Trans- 4. Securities 5. Amount of 6. Owner- 7. Nature of
action action Acquired (A) or Securities ship Indirect
Date Code Disposed of (D) Beneficially Form: Beneficial
(Month/ (Instr. (Instr. 3,4 and 5) Owned Direct Ownership
Day/ 8) Following (D) or (Instr. 4)
Year) Reported Indirect
Amount (D) Price Transaction (I)
See footnote 3
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, call, warrants, options,
convertible securities)
1.Title of 2.Conver- 3.Trans- 4.Trans- 5.Number 6.Date Exercisable 7.Title and 8.Price of 9.Number of 10.Ownership 11.Nature
Derivative sion or action action of and Expiration Amount of Derivative Derivative Form of of Indir-
Security Exercise Date Code Derivative Date Underlying Security Securities Derivative ect Bene-
(Instr. 3) Price of (Month/ (Instr. Securities (Month/Day/Year) Securities (Instr. 5) Beneficially Security ficial
Derivative Day/ 8) Acquired (Instr. 3 Owned Beneficially Owner-
Security Year) (A) or and 4) Following Owned at ship
Disposed Reported End of
Of (D) Transaction Month
Amount
Or
Number
Date Expiration #Of
Code V (A) (D) Exercisable Date Title Shares
Warrant to
purchase (A)
common stock $0.16 2/11/02 J(1) 545,617 2/1/03 1/31/05 Common 545,617 (1) 545,617(3) I (4)
stock, (2)
$0.01 par
value per
share
Explanation of Responses:
(1) This warrant was issued to Shells Investment Partners, LLC ("SIP')on
February 11, 2002 in connection with the Company's private financing
transaction in which Shells Investment Partners, LLC and another investor
each invested $1,000,000. The Company issued to each investor (i) a secured
promissory note and (ii) a warrant to purchase 4,454,015 shares of its
Common Stock. The Reporting Person owns a 24.5% membership interest in
SIP. For purposes of this Form 4, it is assumed that SIP transfers
one-half of its warrants to Linn Heaton pursuant to the agreement between
SIP and George Heaton, dated February 22, 2002.
(2) This warrant provides for certain anti-dilution adjustments including
upon stock dividends, reclassifications and subdivisions and in the event
of sales of equity securities at below then fair market value.
(3) See earlier Form 3, filed on behalf of the Reporting Person for
additional equity securities of the issuer beneficially owned by the
Reporting person.
(4) The Reporting Person is Co-Managing Member of SIP.
/s/ J. Stephen Gardner
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Signature of Reporting Person 12/04/02