Edgar Filing: Feirstein Douglas

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 ^*

Feirstein Douglas

2. Issuer Name and Ticker or Trading Symbol
Upstream Worldwide, Inc. [MFGD]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

200 E. BROWARD BLVD., SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2010

(Street)

FT. LAUDERDALE, FL 33301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

Series B Convertible Preferred Stock ⁽¹⁾ ⁽²⁾

$ 0.02

08/19/2010

100,000

⁽²⁾

Common Stock

5,000,000

⁽¹⁾

100,000

By LLLP

Common Stock Warrants (right to buy) ⁽¹⁾

$ 0.06

08/19/2010

2,500,000

08/19/2010

08/19/2013

Common Stock

2,500,000

⁽¹⁾

2,500,000

By LLLP

Stock Options (right to buy)

$ 0.27

08/19/2010

D⁽³⁾

555,556

⁽⁴⁾

Common Stock

555,556

⁽³⁾

Stock Options (right to buy)

$ 0.035

08/19/2010

A⁽³⁾

555,556

⁽⁴⁾

Common Stock

555,556

⁽³⁾

555,556

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Feirstein Douglas 200 E. BROWARD BLVD., SUITE 1200 FT. LAUDERDALE, FL 33301	X		See Remarks

Signatures

/s/ Douglas Feirstein		08/19/2010
^**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)	The reported securities are included within one Unit purchased by the reporting person for $100,000 per Unit. Each Unit consists of 100,000 shares of Series B Convertible Preferred Stock and 2,500,000 warrants to purchase shares of common stock.
(2)	These securities are convertible into the issuer's common stock at any time after the issuer increases its authorized capital. At such time, each share of the Series B Preferred Stock will be convertible into 50,000 shares of the issuer's common stock. The securities have no expiration date.
(3)	The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option.
(4)	The expiration and the vesting terms remain the same as originally granted.
Remarks: The reporting person is the Chief Executive Officer and a member of a 13(d) group owning more than 10%.

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