SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Victory Park Capital Advisors, LLC (Last) (First) (Middle) 227 WEST MONROE STREET SUITE 3900 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/16/2011	3. Issuer Name and Ticker or Trading Symbol UNIGENE LABORATORIES INC [ UGNE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,147,464	I(1)	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Senior Secured Convertible Note	03/17/2011(2)	03/17/2013(3)	Common Stock	(4)(5)	$0.7(4)(5)	I(6)	See Footnote(6)
Senior Secured Convertible Note	03/17/2011(7)	03/17/2013(8)	Common Stock	(9)	$0.7(9)	I(10)	See Footnote(10)

1. Name and Address of Reporting Person* Victory Park Capital Advisors, LLC (Last) (First) (Middle) 227 WEST MONROE STREET SUITE 3900 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Victory Park Master Fund, Ltd. (Last) (First) (Middle) C/O VICTORY PARK CAPITAL ADVISORS, LLC 227 WEST MONROE STREET SUITE 3900 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VPC Fund II, L.P. (Last) (First) (Middle) C/O VICTORY PARK CAPITAL ADVISORS, LLC 227 WEST MONROE STREET SUITE 3900 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Victory Park GP II, LLC (Last) (First) (Middle) C/O VICTORY PARK CAPITAL ADVISORS, LLC 227 WEST MONROE STREET SUITE 3900 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Jacob Capital, L.L.C. (Last) (First) (Middle) C/O VICTORY PARK CAPITAL ADVISORS, LLC 227 WEST MONROE STREET SUITE 3900 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. All of the reported shares of Common Stock are beneficially owned directly by Credit Opportunities and indirectly by (i) Capital Advisors, as the investment manager for Credit Opportunities, (ii) Jacob Capital, as the manager of Capital Advisors, and (iii) Richard Levy, as the sole member of Jacob Capital. Each of Capital Advisors, Jacob Capital and Mr. Levy disclaims beneficial ownership of such shares of Common Stock except to the extent of its or his pecuniary interest therein.

2. The Credit Opportunities Note is in an aggregate principal amount of $21,046,606.16. The Credit Opportunities Note is convertible, at the holder's option, into shares of Common Stock upon the earliest of (i) March 17, 2011 and (ii) the occurrence of any of certain events set forth in the Credit Opportunities Note, including the Issuer's delivery of a redemption notice with respect to the Credit Opportunities Note, certain fundamental transactions involving the Issuer or an event of default under the Credit Opportunities Note.

3. The maturity date of the Credit Opportunities Note is the earlier of (i) March 17, 2013 and (ii) such earlier date as the unpaid principal balance of the Credit Opportunities Note becomes due and payable pursuant to the terms of the Credit Opportunities Note.

4. The Credit Opportunities Note provides for interest to be paid in kind at a rate per annum equal to the greater of (i) the Prime Rate (as defined therein) plus 5% and (ii) 15%, which interest, in the absence of an Event of Default (as defined therein), may be capitalized and added to the outstanding principal balance of the Credit Opportunities Note on March 17, 2011 and on each anniversary of such date (other than the maturity date). The conversion rate, which is subject to adjustment as set forth in the Credit Opportunities Note, is calculated by dividing the sum of the principal to be converted, plus all accrued and unpaid interest thereon, by $0.70 per share. (continued to footnote 5)

5. On March 17, 2011, assuming that the accrued interest payable on such date to Credit Opportunities under the Credit Opportunities Note is capitalized and added to the outstanding principal balance of the Credit Opportunities Note, the total number of shares of Common Stock issuable to Credit Opportunities upon conversion of the Credit Opportunities Note will be 34,639,206 shares.

6. The Credit Opportunities Note is beneficially owned directly by Credit Opportunities and indirectly by (i) Capital Advisors as the investment manager for Credit Opportunities, (ii) Jacob Capital, as the manager of Capital Advisors, and (iii) Richard Levy, as the sole member of Jacob Capital. Each of Capital Advisors, Jacob Capital and Mr. Levy disclaims beneficial ownership of the Credit Opportunities Note except to the extent of its or his pecuniary interest therein.

7. The VPC Fund Note is in an aggregate principal amount of $11,953,393.84. The VPC Fund Note is convertible, at the holder's option, into shares of Common Stock upon the earliest of (i) March 17, 2011 and (ii) the occurrence of any of certain events set forth in the VPC Fund Note, including the Issuer's delivery of a redemption notice with respect to the VPC Fund Note, certain fundamental transactions involving the Issuer or an event of default under the VPC Fund Note.

8. The maturity date of the VPC Fund Note is the earlier of (i) March 17, 2013 and (ii) such earlier date as the unpaid principal balance of the VPC Fund Note becomes due and payable pursuant to the terms of the VPC Fund Note.

9. The VPC Fund Note provides for interest to be paid in kind at a rate per annum equal to the greater of (i) the Prime Rate (as defined therein) plus 5% and (ii) 15%, which interest, in the absence of an Event of Default (as defined therein), may be capitalized and added to the outstanding principal balance of the VPC Fund Note on March 17, 2011 and on each anniversary of such date (other than the maturity date). The conversion rate, which is subject to adjustment as set forth in the VPC Fund Note, is calculated by dividing the sum of the principal to be converted, plus all accrued and unpaid interest thereon, by $0.70 per share. On March 17, 2011, assuming that the accrued interest payable on such date to VPC Fund under the VPC Fund Note is capitalized and added to the outstanding principal balance of the VPC Fund Note, the total number of shares of Common Stock issuable to VPC Fund upon conversion of the VPC Fund Note will be 19,673,294 shares.

10. The VPC Fund Note is beneficially owned directly by VPC Fund and indirectly by (i) Victory Park GP, as the general partner of VPC Fund, (ii) Jacob Capital, as the sole member and manager of Victory Park GP, and (iii) Richard Levy, as the sole member of Jacob Capital. Each of Victory Park GP, Jacob Capital and Mr. Levy disclaims beneficial ownership of the VPC Fund Note except to the extent of its or his pecuniary interest therein.

Remarks:

Exhibit 99.1 - Explanation of Responses

	/s/ Richard Levy, Sole Member of the Manager	01/26/2011
	** Signature of Reporting Person	Date
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