CNS Response, Inc.
|
(Name of Issuer)
|
Common Stock, $0.001 par value
|
(Title of Class of Securities)
|
12619C101
|
(CUSIP Number)
|
October 11, 2011
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 12619C101
|
13G
|
Page 2 of 14
|
1
|
NAME OF REPORTING PERSONS
Highland Long/Short Healthcare Fund
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
13,358,950**
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
13,358,950**
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,358,950**
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o | ||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.4%**
|
|||
12
|
TYPE OF REPORTING PERSON*
IV, OO
|
CUSIP No. 12619C101
|
13G
|
Page 3 of 14
|
1
|
NAME OF REPORTING PERSONS
Highland Capital Management, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
13,358,950**
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
13,358,950**
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,358,950**
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o | ||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.4%**
|
|||
12
|
TYPE OF REPORTING PERSON*
IA, PN
|
CUSIP No. 12619C101
|
13G
|
Page 4 of 14
|
1
|
NAME OF REPORTING PERSONS
Strand Advisors, Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
13,358,950**
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
13,358,950**
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,358,950**
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o | ||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.4%**
|
|||
12
|
TYPE OF REPORTING PERSON*
HC, CO
|
CUSIP No. 12619C101
|
13G
|
Page 5 of 14
|
1
|
NAME OF REPORTING PERSONS
Cummings Bay Capital Management, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
15,785,875**
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
15,785,875**
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,785,875**
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o | ||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.2%**
|
|||
12
|
TYPE OF REPORTING PERSON*
IA, PN
|
CUSIP No. 12619C101
|
13G
|
Page 6 of 14
|
1
|
NAME OF REPORTING PERSONS
Cummings Bay Capital Management GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
15,785,875**
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
15,785,875**
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,785,875**
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o | ||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.2%**
|
|||
12
|
TYPE OF REPORTING PERSON*
HC, OO
|
CUSIP No. 12619C101
|
13G
|
Page 7 of 14
|
1
|
NAME OF REPORTING PERSONS
Highland Capital Management Services, Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
15,785,875**
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
15,785,875**
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,785,875**
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o | ||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.2%**
|
|||
12
|
TYPE OF REPORTING PERSON*
HC, CO
|
CUSIP No. 12619C101
|
13G
|
Page 8 of 14
|
1
|
NAME OF REPORTING PERSONS
James D. Dondero
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
15,785,875**
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
15,785,875**
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,785,875**
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o | ||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.2%**
|
|||
12
|
TYPE OF REPORTING PERSON*
HC, IN
|
Item 1(a)
|
Name of Issuer.
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices.
|
Item 2(a)
|
Name of Person Filing.
|
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence.
|
Item 2(c)
|
Citizenship or Place of Organization.
|
Item 2(d)
|
Title of Class of Securities.
|
Item 2(e)
|
CUSIP Number.
|
Item 3
|
Reporting Person.
|
(a) o
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b) o
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c) o
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d) x
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e) o
|
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f) o
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g) x
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h) o
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
(i) o
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
|
(j) o
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
Item 4
|
Ownership.
|
|
(a)
|
The Long/Short Fund may be deemed the beneficial owner of 13,358,950 shares of Common Stock that it holds directly. Highland Capital and Strand may be deemed the beneficial owners of the 13,358,950 shares of Common Stock held by the Long/Short Fund. These amount consists of (i) 680,950 shares of Common Stock, (ii) 8,678,000 shares of Common Stock issuable upon conversion of convertible notes (including accrued and unpaid interest) and (iii) 4,000,000 shares of Common Stock issuable upon exercise of presently convertible warrants.
|
|
The Adviser, the GP, Highland Services and Mr. Dondero may be deemed the beneficial owners of the 15,785,875 shares of Common Stock held by the Funds. This amount consists of (i) 772,000 shares of Common Stock, (ii) 10,263,875 shares of Common Stock issuable upon conversion of convertible notes (including accrued and unpaid interest) and (iii) 4,750,000 shares of Common Stock issuable upon exercise of presently convertible warrants.
|
|
(b)
|
The Fund, Highland Capital and Strand may be deemed the beneficial owners of 19.4% of the outstanding shares of Common Stock. This percentage was determined by dividing 13,358,950, the number of shares of Common Stock held directly by the Long/Short Fund, by the sum of (i) 56,117,600, which is the number of shares of Common Stock outstanding as of August 11, 2011, according to the Issuer’s Form 10-Q filed on September 9, 2011 with the Securities and Exchange Commission, plus (ii) the 8,678,000 shares of Common Stock issuable upon conversion of convertible notes held by the Long/Short Fund, plus (iii) the 4,000,000 shares of Common Stock issuable upon exercise of presently convertible warrants held by the Long/Short Fund.
|
|
The Adviser, the GP, Highland Services and Mr. Dondero may be deemed the beneficial owners of 22.2% of the outstanding shares of Common Stock. This percentage was determined by dividing 15,785,875, the number of shares of Common Stock held directly by the Funds, by the sum of (i) 56,117,600, which is the number of shares of Common Stock outstanding as of August 11, 2011, according to the Issuer’s Form 10-Q filed on September 9, 2011 with the Securities and Exchange Commission, plus (ii) the 10,263,875 shares of Common Stock issuable upon conversion of convertible notes held by the Funds, plus (iii) the 4,750,000 shares of Common Stock issuable upon exercise of presently convertible warrants held by the Funds.
|
|
(c)
|
The Long/Short Fund has the sole power to vote and dispose of the 13,358,950 shares of Common Stock that it holds directly. Highland Capital and Strand have the shared power to vote and dispose of the 13,358,950 shares of Common Stock held by the Long/Short Fund. The Adviser, the GP, Highland Services and Mr. Dondero have the shared power to vote and dispose of the 15,785,875 shares of Common Stock held by the Funds.
|
Item 5
|
Ownership of Five Percent or Less of a Class.
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
|
Item 8
|
Identification and Classification of Members of the Group.
|
Item 9
|
Notice of Dissolution of Group.
|
Item 10
|
Certification.
|
Exhibits
|
Exhibit 99-1
|
HIGHLAND FUNDS I, on behalf of its series
Highland Long/Short Healthcare Fund
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
HIGHLAND CAPITAL MANAGEMENT, L.P.
By: Strand Advisors, Inc., its general partner
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
STRAND ADVISORS, INC.
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
CUMMINGS BAY CAPITAL MANAGEMENT, L.P.
By: Cummings Bay Capital Management GP,
LLC, its general partner
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
|
|
CUMMINGS BAY CAPITAL MANAGEMENT GP, LLC
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
HIGHLAND CAPITAL MANAGEMENT SERVICES, INC.
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
/s/ James D. Dondero
James D. Dondero
|
HIGHLAND FUNDS I, on behalf of its series
Highland Long/Short Healthcare Fund
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
HIGHLAND CAPITAL MANAGEMENT, L.P.
By: Strand Advisors, Inc., its general partner
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
STRAND ADVISORS, INC.
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
CUMMINGS BAY CAPITAL MANAGEMENT, L.P.
By: Cummings Bay Capital Management GP,
LLC, its general partner
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
|
|
CUMMINGS BAY CAPITAL MANAGEMENT GP, LLC
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
HIGHLAND CAPITAL MANAGEMENT SERVICES, INC.
By: /s/ James D. Dondero
Name: James D. Dondero
Title: President
/s/ James D. Dondero
James D. Dondero
|