Edgar Filing: SIGHT RESOURCE CORP

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 ^*

SCHWARZ RYAN M

2. Issuer Name and Ticker or Trading Symbol
SIGHT RESOURCE CORP [VISNQ]

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

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

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., NW SUITE 220

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2005

(Street)

WASHINGTON, DC 20004

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
Common Stock	08/03/2005	08/03/2005	S		132,461 ⁽¹⁾	D	$ 0.25 ⁽¹⁾	117,258 ⁽²⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾

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

Put Option (Right to Sell)

⁽⁵⁾ ⁽⁶⁾

08/03/2005

132,461 ⁽¹⁾

⁽⁵⁾⁽⁶⁾

Common Stock

132,461 ⁽¹⁾

$ 0.3 ⁽¹⁾

0 ⁽⁷⁾

See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHWARZ RYAN M C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW SUITE 220 WASHINGTON, DC 20004	X

Signatures

/s/ Ryan Schwarz		08/05/2005
^**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)	On August 3, 2005, pursuant to the terms of the Put Agreement (as defined in footnote 5 below), CVC (as defined in footnote 3 below) sold 132,461 shares of Common Stock of the Issuer to the Grantors (as defined in footnote 5 below). All such shares were sold for $0.25 per share.
(2)	As of August 3, 2005, following the sale of shares of Common Stock of the Issuer described in footnote 1 above, CVC owned 117,258 shares of Common Stock of the Issuer.
(3)	Mr. Schwarz, a director of the Issuer, is also a non-managing member of Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability company ("CVC"). CVC holds direct beneficial ownership of less than 1% of the outstanding shares of common stock, par value $.01 per share (the "Common Stock") (on a common stock equivalent basis) of the Issuer. Mr. Schwarz is also a Managing Director of entities affiliated with CVC and TCG Ventures, L.L.C., a Delaware limited liability company ("TCG"), and TCG Ventures, Ltd., a Cayman Islands corporation ("TCG Ltd."). TCG is the managing member of CVC, and a general partner of Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership ("CUS"). TCG Ltd. is the general partner of Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership ("CVP"), and C/S Venture Investors, L.P., a Cayman Islands exempted limited partnership ("C/S").
(4)	Mr. Schwarz disclaims beneficial ownership of the securities of the Issuer beneficially owned by CVC, except to the extent of his direct and indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The information reported in this Form 4 relates to the reportable transactions of CVC, in which Mr. Schwarz has a direct pecuniary interest.
(5)	CVC entered into the Put and Right of First Refusal Agreement dated as of December 31, 2002 (the "Put Agreement"), pursuant to which two affiliates of certain investors in the Issuer granted to CVC the Put Options (Rights to Sell), representing rights to cause shares of Common Stock of the Issuer held by it to be purchased by such affiliates or their permitted grantor transferees (collectively, the "Grantors"), in the amounts and under the terms and conditions provided in the Put Agreement. The Put Agreement granted CVC the right to sell up to 397,387 shares of Common Stock, over nine quarters beginning on January 1, 2003, at a purchase price equal to the fair market value of the shares of Common Stock of the Issuer determined as of the last day of each quarter for which the put option has been exercised in accordance with the formula set forth in the Put Agreement, provided, that the put price cannot...(continued in footnote #6)
(6)	...(continued from footnote #5) (a) exceed $1.00 per share, or (b) be less than $0.20 per share, provided, further, that the put price at which the first 132,462 shares sold by CVC and purchased by the Grantors during the last five quarters of the put term cannot be less than $0.30 per share. The put term is subject to extension for periods during which a "Standoff" (as defined in the Put Agreement) shall be in effect. In addition, the actual timing of the purchase of the shares of Common Stock put to the Grantors and the number of shares of Common Stock required to be purchased by the Grantors, during any particular quarter and put period, are limited by the terms of the Put Agreement. The Put Agreement has been filed with the Securities and Exchange Commission as Exhibit 3 to Amendment No. 2 to Schedule 13D filed by CUS, CVC, C/S and CVP on January 3, 2003.
(7)	As of August 3, 2005, following the sale of shares of Common Stock of the Issuer described in footnote 1 above, CVC does not have the right to sell any shares of Common Stock of the Issuer pursuant to the Put Agreement.

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