Edgar Filing: TWL 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 ^*

CAGAN LAIRD Q

2. Issuer Name and Ticker or Trading Symbol
TWL CORP [TWLP.OB]

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

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

(Last)

(First)

(Middle)

10600 NORTH DEANZA BLVD, STE 250

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2007

(Street)

CUPERTINO, CA 95014

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

Convertible Debt ⁽¹⁾

$ 0.6

04/24/2007

1,875,000

02/14/2007

03/13/2011

Common

1,875,000

⁽⁴⁾

9,375,000

Trinity Investment GP ⁽¹⁾

Convertible Debt ⁽¹⁾

$ 0.6

11/01/2007

2,600,000

11/01/2007

11/01/2011

Common

2,600,000

⁽⁴⁾

11,975,000

Trinity Investment GP ⁽¹⁾

Convertible Debt ⁽¹⁾

$ 0.6

05/13/2008

1,333,333

05/13/2008

05/13/2012

Common

1,333,333

⁽⁴⁾

13,308,333

Trinity Investment GP ⁽¹⁾

Convertible Debt ⁽¹⁾

$ 0.6

07/01/2008

666,667

07/01/2008

07/01/2012

Common

666,667

⁽⁴⁾

13,975,000

Trinity Investment GP ⁽¹⁾

Warrants

$ 0.6

09/13/2007

J⁽²⁾

666,667

⁽⁴⁾

09/13/2007

Common

666,667

⁽⁴⁾

Trinity Investment GP ⁽³⁾

Warrants

$ 0.6

10/24/2007

J⁽²⁾

83,333

⁽⁴⁾

10/24/2007

Common

83,333

⁽⁴⁾

Trinity Investment GP ⁽³⁾

Warrants

$ 0.6

11/01/2007

J⁽²⁾

1,040,000

⁽⁴⁾

05/01/2008

Common

1,040,000

⁽⁴⁾

Trinity Investment GP ⁽³⁾

Warrants

$ 0.6

04/28/2008

333,333

04/28/2008

10/28/2008

Common

333,333

⁽⁴⁾

333,333

Trinity Investment GP ⁽³⁾

Warrants

$ 0.6

05/13/2008

200,000

05/13/2008

11/13/2008

Common

200,000

⁽⁴⁾

533,333

Trinity Investment GP ⁽³⁾

Warrants

$ 0.6

07/01/2008

266,667

07/01/2008

01/01/2009

Common

266,667

⁽⁴⁾

800,000

Trinity Investment GP ⁽³⁾

Warrants

$ 0.6

04/24/2007

71,250

04/24/2007

10/24/2012

Common

71,250

⁽⁴⁾

563,746

Warrants

$ 0.6

05/15/2008

41,167

05/15/2008

05/15/2013

Common

41,167

⁽⁴⁾

604,913

Warrants

$ 1

05/06/2008

114,000

05/06/2008

05/06/2013

Common

114,000

⁽⁴⁾

114,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CAGAN LAIRD Q 10600 NORTH DEANZA BLVD STE 250 CUPERTINO, CA 95014	X	X

Signatures

/s/ Laird Q. Cagan		07/01/2008
^**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)	Trinity Investment, GP holds 15% convertible debt due March 2011; Laird Cagan, managing partner of Trinity Investment GP, has a pecuniary interest in only a portion of the debt and disclaims beneficial ownership except to the extent thereof. These shares were initially convertible at $.03; a 20:1 reverse split was effected on 12/12/07 for all issued common stock.
(2)	Expiration of Warrant
(3)	Laird Cagan is the beneficial owner of the warrants by way of his position as the managing partner of Trinity Investment, GP.
(4)	N/A

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