Schedule 13G Amendment No. 3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A9E3N9XOw/O58b5PlqBVqeCo5yemfrsHXX7EeDEO3o5kY+wBv2zT8JzTLLsu3w+l mO24mBP2p0dCb7nzG2S8BA== 0001193125-07-156325.txt : 20070717 0001193125-07-156325.hdr.sgml : 20070717 20070717135759 ACCESSION NUMBER: 0001193125-07-156325 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070717 DATE AS OF CHANGE: 20070717 GROUP MEMBERS: ATLAS MASTER FUND, LTD. GROUP MEMBERS: JACOB GOTTLIEB GROUP MEMBERS: VISIUM ASSET MANAGEMENT, LLC GROUP MEMBERS: VISIUM BALANCED OFFSHORE FUND, LTD. GROUP MEMBERS: VISIUM CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VISIUM LONG BIAS FUND, LP GROUP MEMBERS: VISIUM LONG BIAS OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Chelsea Therapeutics International, Ltd. CENTRAL INDEX KEY: 0001333763 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 203174202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81457 FILM NUMBER: 07983617 BUSINESS ADDRESS: STREET 1: 13950 BALLANTYNE CORPORATE PLACE STREET 2: UNIT 325 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 704-341-1516 MAIL ADDRESS: STREET 1: 13950 BALLANTYNE CORPORATE PLACE STREET 2: UNIT 325 CITY: CHARLOTTE STATE: NC ZIP: 28277 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Visium Balanced Fund LP CENTRAL INDEX KEY: 0001345030 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 650 MADISON AVE 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 650 MADISON AVE 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 3 Schedule 13G Amendment No. 3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

CHELSEA THERAPEUTICS INTERNATIONAL, LTD.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

163428105

(CUSIP Number)

July 11, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 163428105				Page 2 of 12 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Balanced Fund, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
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

		None
		6 SHARED VOTING POWER

		309,091 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		309,091 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	309,091 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.38%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.

Page 2 of 12 Pages


CUSIP No. 163428105				Page 3 of 12 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Long Bias Fund, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
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

		None
		6 SHARED VOTING POWER

		53,045 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		53,045 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	53,045 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.24%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.

Page 3 of 12 Pages


CUSIP No. 163428105				Page 4 of 12 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Balanced Offshore Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		304,983 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		304,983 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	304,983 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.36 %
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.

Page 4 of 12 Pages


CUSIP No. 163428105				Page 5 of 12 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Long Bias Offshore Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		None
		6 SHARED VOTING POWER

		249,329 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		249,329 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	249,329 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.11%
12	TYPE OF REPORTING PERSON*

	CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.

Page 5 of 12 Pages


CUSIP No. 163428105				Page 6 of 12 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Capital Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
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

		None
		6 SHARED VOTING POWER

		362,136 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		None
		8 SHARED DISPOSITIVE POWER

		362,136 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	362,136 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.62%
12	TYPE OF REPORTING PERSON*

	OO

Page 6 of 12 Pages


CUSIP No. 163428105				Page 7 of 12 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Visium Asset Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
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

		1,682,635 (See Item 4)
		6 SHARED VOTING POWER

		None
		7 SOLE DISPOSITIVE POWER

		1,682,635 (See Item 4)
		8 SHARED DISPOSITIVE POWER

		None


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,682,635 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.52%
12	TYPE OF REPORTING PERSON*

	OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT.

Page 7 of 12 Pages


CUSIP No. 163428105				Page 8 of 12 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Atlas Master Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		(See Item 4) None
		6 SHARED VOTING POWER

		766,187 (See Item 4)
		7 SOLE DISPOSITIVE POWER

		(See Item 4) None
		8 SHARED DISPOSITIVE POWER

		766,187 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	766,187 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.42%
12	TYPE OF REPORTING PERSON*

	CO

Page 8 of 12 Pages


CUSIP No. 163428105				Page 9 of 12 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

		Jacob Gottlieb
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
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

		1,682,635 (See Item 4)
		6 SHARED VOTING POWER

		None (See Item 4)
		7 SOLE DISPOSITIVE POWER

		1,682,635 (See Item 4)
		8 SHARED DISPOSITIVE POWER

		None (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,682,635 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.52%
12	TYPE OF REPORTING PERSON*

	IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT.

Page 9 of 12 Pages


CUSIP No. 163428105				Page 10 of 12 Pages

Item 1

(a)

Name of Issuer:

Chelsea Therapeutics International, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

13950 Ballantyne Corporate Place; Suite 325

Charlotte, NC 28277

Item 2

(a) - (c)

This statement is filed on behalf of the following:

(1) Visium Balanced Fund, LP, a Delaware limited partnership (“VBF”), with its principal business office at c/o Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022.

(6) Visium Long Bias Fund, LP, a Delaware limited partnership (“VLBF”), with its principal business office at c/o Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022.

(7) Visium Balanced Fund Offshore, Ltd., a Cayman Islands corporation (“VBFO”), with its principal business office at c/o Morgan Stanley Fund Services (Cayman) Limited, P.O. Box 2681GT, Century yard, 4^th Floor, Cricket Square, Hutchins Drive, Grand Cayman, Cayman Islands, British West Indies.

(8) Visium Long Bias Fund Offshore, Ltd., a Cayman Islands corporation (“VLBFO”), with its principal business office at c/o Morgan Stanley Fund Services (Cayman) Limited, P.O. Box 2681GT, Century yard, 4^th Floor, Cricket Square, Hutchins Drive, Grand Cayman, Cayman Islands, British West Indies.

(9) Visium Asset Management, LLC, a Delaware limited liability company (“VAM”), with its principal business office at Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022. VAM is the investment advisor to each of VBF, VLBF, VBFO and VLBFO.

(10) Visium Capital Management, LLC, a Delaware limited liability company (“VCM”), with its principal business office c/o Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022. VCM is the General Partner of VBF an VLBF.

Atlas Master Fund, Ltd., (“AMF”) a Cayman Islands corporation (“AMF”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies.

(d)

Title of Class of Securities:

Common Stock,

(e)

CUSIP Number:

163428105

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Page 10 of 12 Pages


CUSIP No. 163428105				Page 11 of 12 Pages


Item 4	Ownership:

	VBF

	(a)	Amount Beneficially Owned:

		309,091 shares

	(b)	Percent of Class:

		1.38%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			309,091 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			309,091 shares

	VLBF

	(a)	Amount Beneficially Owned:

		53,045 shares

	(b)	Percent of Class:

		.24%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			53,045 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			53,045 shares

	VBFO

	(a)	Amount Beneficially Owned:

		304,983 shares

	(b)	Percent of Class:

		1.36%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			304,983 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			304,983 shares

	VLBFO

	(a)	Amount Beneficially Owned:

		249,329 shares

	(b)	Percent of Class:

		1.11%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			249,329 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			249,329 shares

	VAM

	(a)	Amount Beneficially Owned:

	By virtue of its position as investment advisor to each of VBF, VLBF, VBFO and VLBFO as well as managing an account for AMF, VAM may be deemed to beneficially own the 1,682,635 shares of the Company’s Common Stock beneficially owned by VBF, VLBF, VBFO and VLBFO as well as the shares of the Company’s Common Stock in the AMF managed account.

	(b)	Percent of Class:

		7.52%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			1,682,635 shares

		(ii)	shared power to vote or to direct vote:

			None

		(iii)	sole power to dispose or direct disposition of:

			1,682,635 shares

		(iv)	shared power to dispose or to direct disposition of:

			None

	VCM

	(a)	Amount Beneficially Owned:

	By virtue of its position as General Partner to each of VBF and VLBF, VCM may be deemed to beneficially own the 362,136 shares of the Company’s Common Stock beneficially owned by VBF and VLBF.

	(b)	Percent of Class:

		1.62%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			362,136 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			362,136 shares

	Jacob Gottlieb

	(a)	Amount Beneficially Owned:

	By virtue of his position as the principal of VAM and the sole managing member of VCM, Dr. Gottlieb may be deemed to beneficially own the 1,682,635 shares of the Company’s Common Stock beneficially owned by VAM.

	(b)	Percent of Class:

		7.52%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			1,682,635 shares

		(ii)	shared power to vote or to direct vote:

			None

		(iii)	sole power to dispose or direct disposition of:

			1,682,635 shares

		(iv)	shared power to dispose or to direct disposition of:

			None

Ownership:

	AMF

	(a)	Amount Beneficially Owned:

		766,187 shares

	(b)	Percent of Class:

		3.42%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			766,187 shares

		(iii)	sole power to dispose or direct disposition of:

			None

Item 5	Ownership of Five Percent or Less of a Class:

	Not Applicable

Item 6	Ownership of More than Five Percent on Behalf of Another Person:

	Not Applicable

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

	Not Applicable

Item 8	Identification and Classification of Members of the Group:

	Not Applicable

Item 9	Notice of Dissolution of Group:

	Not Applicable

Item 10	Certification:

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 11 of 12 Pages


CUSIP No. 163428105				Page 12 of 12 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 17, 2007


VISIUM ASSET MANAGEMENT, LLC		VISIUM LONG BIAS FUND, LP

By:	/s/ Mark Gottlieb	By:	/s/ Mark Gottlieb
	Mark Gottlieb		Mark Gottlieb
	Authorized Signatory		Authorized Signatory

VISIUM BALANCED FUND, LP		VISIUM BALANCED OFFSHORE FUND, LTD.

By:	/s/ Mark Gottlieb	By:	/s/ Mark Gottlieb
	Mark Gottlieb		Mark Gottlieb
	Authorized Signatory		Authorized Signatory

VISIUM CAPITAL MANAGEMENT, LLC		VISIUM LONG BIAS OFFSHORE FUND, LTD.

By:	/s/ Mark Gottlieb	By:	/s/ Mark Gottlieb
	Mark Gottlieb		Mark Gottlieb
	Authorized Signatory		Authorized Signatory

JACOB GOTTLIEB		ATLAS MASTER FUND, LTD.

By:	/s/ Mark Gottlieb	By:	/s/ Matthew Siclari
	Authorized Signatory		Authorized Signatory

Page 12 of 12 Pages

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