-----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, L5dRCykdVSRpXndd/i1zx9HZA6d8un1UCAJat5vSmbhBN/v47cduz5Iz9nZvTnnv zVgD93g2zuomN8fZ3EyrSg== 0000929638-11-000130.txt : 20110211 0000929638-11-000130.hdr.sgml : 20110211 20110211161626 ACCESSION NUMBER: 0000929638-11-000130 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: OSIRIS INVESTMENT PARTNERS, L.P. GROUP MEMBERS: PAUL S. STUKA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE HEART INC CENTRAL INDEX KEY: 0000913443 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 133679946 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46607 FILM NUMBER: 11599250 BUSINESS ADDRESS: STREET 1: 100 AMES POND ROAD CITY: TEWKSBURY STATE: MA ZIP: 01876 BUSINESS PHONE: 9786547600 MAIL ADDRESS: STREET 1: 100 AMES POND ROAD CITY: TEWKSBURY STATE: MA ZIP: 01876 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Osiris Partners, LLC CENTRAL INDEX KEY: 0001479499 IRS NUMBER: 043507717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE LIBERTY SQUARE STREET 2: FIFTH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-439-9091 MAIL ADDRESS: STREET 1: ONE LIBERTY SQUARE STREET 2: FIFTH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 osiris_13gacambridge.htm SCHEDULE 13G AMENDMENT - CAMBRIDGE HEART, INC. osiris_13gacambridge.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
 (Amendment No.  2) 1/
 

CAMBRIDGE HEART, INC.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

 
131910101
 
(CUSIP Number)

December 31, 2010
(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)
 


 
1/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 the disclosures provided in a prior cover page.  Beneficial ownership information contained herein is given as of the date listed above.

The information required in 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. 131910101


1
Names of Reporting Persons.
Osiris Investment Partners, L.P.
Osiris Partners, LLC
Paul S. Stuka
I.R.S. Identification Nos. of above persons (entities only)
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Osiris Investment Partners, L.P. - Delaware
Osiris Partners, LLC - Delaware
Paul S. Stuka - United States
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
Osiris Investment Partners, L.P. - 0 shares
Osiris Partners, LLC - 0 shares
Paul S. Stuka - 0 shares
 
6    Shared Voting Power
Osiris Investment Partners, L.P. - 8,176,830 shares
Osiris Partners, LLC - 8,176,830 shares
Paul S. Stuka - 8,176,830 shares
Refer to Item 4 below.
7    Sole Dispositive Power
Osiris Investment Partners, L.P. - 0 shares
Osiris Partners, LLC - 0 shares
Paul S. Stuka - 0 shares
 
8    Shared Dispositive Power
Osiris Investment Partners, L.P. - 8,176,830 shares
Osiris Partners, LLC - 8,176,830 shares
Paul S. Stuka - 8,176,830 shares
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
Osiris Investment Partners, L.P. - 8,176,830 shares
Osiris Partners, LLC - 8,176,830 shares
Paul S. Stuka - 8,176,830 shares
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
Not applicable.
 
11
Percent of Class Represented by Amount in Row (9)
Osiris Investment Partners, L.P. - 8.9%
Osiris Partners, LLC - 8.9%
Paul S. Stuka - 8.9%
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
Osiris Investment Partners, L.P. - PN (Limited Partnership)
Osiris Partners, LLC - OO (Limited Liability Company)
Paul S. Stuka - IN (Individual)
 
 


 
 

 
CUSIP No. 131910101
 


Item 1.
 
(a)
Name of Issuer
 
 
Cambridge Heart, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
100 Ames Pond Drive, Tewksbury, MA 01876

Item 2.
 
(a)
Name of Person Filing
 
 
Osiris Investment Partners, L.P.
Osiris Partners, LLC
Paul S. Stuka
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
Osiris Investment Partners, L.P.
Osiris Partners, LLC
Paul S. Stuka
c/o Osiris Partners, LLC
One Liberty Square
5th Floor
Boston, Massachusetts
02109
 
(c)
Citizenship
 
 
Osiris Investment Partners, L.P. - Delaware
Osiris Partners, LLC - Delaware
     Paul S. Stuka - United States
 
(d)
Title of Class of Securities
 
 
Common Stock, par value $.001 per share (the “Common Stock”)
 
(e)
CUSIP Number
 
 
131910101

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);


 
 

 
CUSIP No. 131910101
 



(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
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)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);Group, in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution
 

Item 4.
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount Beneficially Owned **
 
 
Osiris Investment Partners, L.P. - 8,176,830 shares
Osiris Partners, LLC - 8,176,830 shares
Paul S. Stuka - 8,176,830 shares
 
(b)
Percent of Class**
 
 
Osiris Investment Partners, L.P. - 8.9%
Osiris Partners, LLC - 8.9%
Paul S. Stuka - 8.9%
 
I
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote **
 
   
Osiris Investment Partners, L.P. - 0 shares
Osiris Partners, LLC - 0 shares
Paul S. Stuka - 0 shares
 
 
(ii)
shared power to vote or to direct the vote**
 
   
Osiris Investment Partners, L.P. - 8,176,830 shares
Osiris Partners, LLC - 8,176,830 shares
Paul S. Stuka - 8,176,830 shares


 
 

 
CUSIP No. 131910101
 



 
(iii)
Sole power to dispose or to direct the disposition of**
 
   
Osiris Investment Partners, L.P. - 0 shares
Osiris Partners, LLC - 0 shares
Paul S. Stuka - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of**
 
   
Osiris Investment Partners, L.P. - 8,176,830 shares
Osiris Partners, LLC - 8,176,830 shares
Paul S. Stuka - 8,176,830 shares

** Shares reported herein for Osiris Investment Partners, L.P. (the “LP”) represent shares of Common Stock issuable upon the exercise of shares and warrants beneficially owned by the LP.  Shares reported herein for Osiris Partners, LLC (“LLC”) represent the above-referenced shares beneficially owned by the LP, for which the LLC serves as general partner.  Shares reported herein for Mr. Stuka represent the above-referenced shares of Common Stock issuable upon the exercise of convertible shares and warrants beneficially owned by the LP.  Mr. Stuka serves as the managing member of the LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary inter est therein.
 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
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.
 

 
 

 
CUSIP No. 131910101
 


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:              February 11, 2011
 
OSIRIS INVESTMENT PARTNERS, L.P.
 
By: Osiris Partners, LLC,
       its general partner

By: /s/ Paul S. Stuka                                                      
Paul S. Stuka
Managing Member
 
OSIRIS PARTNERS, LLC
 
By: /s/ Paul S. Stuka                                                      
Paul S. Stuka
Managing Member
 
PAUL S. STUKA
 
/s/ Paul S. Stuka                                           
Paul S. Stuka, individually

 
 

 

Exhibit 1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of January 4, 2010, is by and among Osiris Investment Partners, L.P., Osiris Partners, LLC and Paul S. Stuka, an individual (the foregoing are collectively referred to herein as the “Filers”).
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of Common Stock, par value $0.001 per share, of Cambridge Heart, Inc. beneficially owned by them from time to time.
 
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
 
This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
 
Executed and delivered as of the date first above written.
 
OSIRIS INVESTMENT PARTNERS, L.P.
 
By: Osiris Partners, LLC,
       its general partner

By: /s/ Paul S. Stuka                                                      
Paul S. Stuka
Managing Member
 
OSIRIS PARTNERS, LLC
 
By: /s/ Paul S. Stuka                                                      
Paul S. Stuka
Managing Member
 
PAUL S. STUKA
 
/s/ Paul S. Stuka                                           
Paul S. Stuka, individually

 
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