SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHASSMAN MARGIE

(Last)

(First)

(Middle)

445 WEST 23RD ST., APT. 16E

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MedaSorb Technologies CORP [ MSBT.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2006

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2006		G	V	1,000,000	D	$0	6,995,000	D
Common Stock	10/28/2006		G	V	1,050,000	D	$0	5,945,000	D
Common Stock	10/28/2006		G	V	1,150,000	D	$0	4,795,000	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	$1.25	10/28/2006		J⁽¹⁾		1,000,000⁽¹⁾		10/28/2006⁽¹⁾	⁽¹⁾	Common Stock	800,000	⁽¹⁾	1,000,000⁽¹⁾	D
Common Stock Purchase Warrants	$2	10/28/2006		J⁽¹⁾		400,000		10/28/2006	10/28/2011	Common Stock	400,000	⁽¹⁾	400,000	D
Warrants⁽²⁾	$1	10/28/2006		J		420,000		10/28/2006	10/28/2011	Common Stock⁽²⁾	630,000⁽²⁾	⁽²⁾	420,000	D

Explanation of Responses:

1. Shares of Series A Preferred Stock and Common Stock Purchase Warrants issued in exchange for promissory note of the Issuer in the principal amount of $1,000,000. Each share of Series A Preferred Stock, so long as it is outstanding, is convertible into 0.8 shares of Common Stock, subject to adjustment in certain cases. Each Common Stock Purchase Warrant is exercisable for one share of Common Stock at an exercise price of $2.00. Shares of Series A Preferred Stock may only be converted and Common Stock Purchase Warrants may only be exercised on 61 days' notice if such conversion or exercise would result in beneficial ownership in excess of 5% of the Common Stock of the Issuer.

2. Each Warrant entitles the holder to acquire one share of Series A Preferred Stock and one-half Common Stock Purchase Warrant for $1.00. The Warrants were granted as a fee to Ms. Chassman for her pledge of certain securities as an inducement to certain investors to purchase shares of Series A Preferred Stock and Common Stock Purchase Warrants. Warrants may only be exercised on 61 days' notice if such exercise would result in beneficial ownership in excess of 5% of the Common Stock of the Issuer.

	MARGIE CHASSMAN	11/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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