MODTECH HOLDINGS INC - MODT Proxy Statement (definitive) (DEF 14A) Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the ownership of our common stock as of April 25, 2007, by (i) each of the current directors, (ii) each of the executive officers identified in the Summary Compensation Table above, (iii) each person or group known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, and (iv) all current directors and executive officers as a group. Except as otherwise noted and subject to community property laws where applicable, each beneficial owner has sole voting and investment power with respect to all shares shown as beneficially owned by them. Except as otherwise indicated, the address of each holder identified below is in care of Modtech, 2830 Barrett Avenue, Perris, California 92571.

	Shares
	Beneficially	Percent of
Name and Address of Beneficial Owner	Owned (1)	Class (1)
Dennis L. Shogren (2)	135,877	*
David M. Buckley (3)	7,016	*
Kenneth S. Cragun (4)	6,250	*
Ronald C. Savona (5)	133,797	*
Daniel J. Donahoe III (6)	58,900	*
Robert W. Campbell (7)	61,032	*
Stanley N. Gaines (8)	152,500	*
Charles R. Gwirtsman (9)	374,683	1.7	%
Charles C. McGettigan (10) (16)	312,545	1.5	%
Myron A. Wick III (11) (16)	209,939	*
Jon D. Gruber (12) (16)	4,493,896	21.0	%
Gruber & McBaine Capital Management (13) (16)	3,978,811	18.6	%
J. Patterson McBaine (14) (16)	4,269,734	19.9	%
Laurus Master Fund, Ltd. (15) (17)	4,098,738	19.1	%
Heartland Advisors, Inc. (18)	2,686,700	12.5	%
Rutabaga Capital Management LLC (19)	1,214,736	5.7	%
Dimensional Fund Advisors Inc. (20)	1,226,077	5.7	%
The TCW Group, Inc. (21)	1,205,254	5.6	%
Austin W. Marxe and David M. Greenhouse (22)	1,166,013	5.4	%
John Hancock Advisers LLC (23)	1,131,318	5.3	%
All directors and executive officers as a group (10 people) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)	1,452,539	6.8	%

_______________

* Less than one percent

(1)	Beneficial ownership is calculated as required by Securities and Exchange Commission Rule 13d-3(d).

(2)	Includes options to purchase 73,648 shares and warrants to purchase 55,829 shares exercisable within 60 days after April 25, 2007.

(3)	Includes warrants to purchase 2,316 shares exercisable within 60 days after April 25, 2007.

(4)	Includes options to purchase 6,250 shares exercisable within 60 days after April 25, 2007.

(5)	Includes options to purchase 131,250 shares and warrants to purchase 947 shares exercisable within 60 days after April 25, 2007.

(6)	Includes options to purchase 58,900 shares exercisable within 60 days after April 25, 2007.

(7)	Includes options to purchase 61,032 shares exercisable within 60 days after April 25, 2007.

(8)	Includes options to purchase 52,500 shares exercisable within 60 days after April 25 2007.

(9)

Includes 132,669 shares held by Capital Resources Growth, Inc., an entity of which Mr. Gwirtsman is the sole stockholder, and 189,514 shares held directly by Mr. Gwirtsman and his wife and trusts formed for the benefit of their children. Also includes options to purchase 52,500 shares exercisable within 60 days after April 25, 2007.

(10)	Includes 128,400 shares owned of record directly by Mr. McGettigan and 1,600 shares held in a trust formed for the benefit of Mr. McGettigan’s daughter. Also includes options to purchase 67,282 shares and warrants to purchase 115,263 shares exercisable within 60 days after April 25, 2007.

(11)	Includes options to purchase 61,032 shares and warrants to purchase 124,473 shares exercisable within 60 days after April 25, 2007.

(12)	Includes all shares owned of record by Mr. Gruber and by Gruber & McBaine Capital Management and affiliates, of which Mr. Gruber is a managing member. Also includes warrants to purchase 326,316 shares exercisable within 60 days after April 25, 2007.

(13)	Includes shares owned of record by Lagunitas Partners, Gruber & McBaine International, Hamilton College, Wallace Foundation and Donaghy Sales, Inc. Also includes warrants to purchase 273,684 shares exercisable within 60 days after April 25, 2007.

(14)	Includes all shares owned of record directly by Mr. McBaine and by Gruber & McBaine Capital Management and affiliates, of which Mr. McBaine is a managing member. Also includes warrants to purchase 289,473 shares exercisable within 60 days after April 25, 2007.

(15)	Includes warrants to purchase 2,698,178 shares exercisable within 60 days after April 25, 2007.

(16)	The address of each of Charles C. McGettigan, Myron A. Wick III, Jon D. Gruber, Gruber & McBaine Capital Management and J. Patterson McBaine is 50 Osgood Place, San Francisco, CA 94133.

(17)

Laurus Master Fund (LMF) is managed by Laurus Capital Management, LLC (LCM). Mr. Eugene Grin and Mr. David Grin are the controlling principles of LCM and may be deemed to have share voting and investment power over the shares owned by LMF. The address of LMF, LCM, Mr. Eugene Grin and Mr. David Grin is 825 Third Avenue, 14 ^th Floor, New York, NY 10022.

(18)	The principal stockholder and President of Heartland Advisors, Inc. (HA) is Mr. William J. Nasgovitz and may be deemed to have share voting and investment power over the shares owned by HA. The address of HA and Mr. Nasgovitz is 789 North Water Street, Milwaukee, WI 53202.

(19)	The address of Rutabaga Capital Management LLC is 64 Broad Street 3rd Floor, Boston, MA 02109.

(20)	The address of Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.

(21)	The address of The TCW Group, Inc. is 865 South Figueroa Street, Los Angeles, CA 90017.

(22)

Includes shares owned of record by Special Situations Cayman Fund, LP (Cayman), Special Situations Fund III, LP (SSF3) and Special Situations Fund III QP, LP (SSF3QP). Mr. Marxe and Mr. Greenhouse are controlling principals for Cayman, SSF3 and SSFQP and may be deemed to have share voting and investment power over the shares owned by Cayman, SSF3 and SSFQP. The address for Cayman, SSF3, SSFQP, Mr. Marxe and Mr. Greenhouse is 527 Madison Avenue, Suite 2600, New York, NY 10022.

(23)

The address of John Hancock Advisers LLC (JHA) is 601 Congress Street, Boston, Massachusetts 02210. Through its parent-subsidiary relationship to JHA, Manulife Financial Corporation (MFC) may be deemed to have beneficial ownership of these same shares. The address of MFC is 200 Bloor Street, East, Toronto, Ontario, Canada, M4W 1E5.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission, and to furnish the Company with copies of all such forms which they file. To the Company’s knowledge, based solely on the Company’s review of such reports, the Company believes that all Section 16(a) filing requirements applicable to all such persons were complied with during the fiscal year covered by this report.