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^*

TUDOR INVESTMENT CORP ET AL

(Last)

(First)

(Middle)

ATTN: STEPHEN N. WALDMAN

1275 KING STREET

(Street)

GREENWICH

06831-2936

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INCENTRA SOLUTIONS, INC. [ ICNS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2008

4. 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 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, par value $0.001	12/31/2008		J⁽²⁾⁽⁷⁾		67,574⁽²⁾⁽⁷⁾	D	$0.00⁽³⁾	608,221⁽⁴⁾⁽⁵⁾	I⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾

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	$0.00⁽¹⁾	12/31/2008		J⁽²⁾⁽⁷⁾			100,411⁽²⁾⁽⁷⁾	08/18/2004⁽¹⁾	⁽¹⁾	Common Stock	301,233⁽⁶⁾	$0.00⁽³⁾	903,994⁽⁴⁾⁽⁵⁾	I⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

TUDOR INVESTMENT CORP ET AL

(Last)

(First)

(Middle)

ATTN: STEPHEN N. WALDMAN

1275 KING STREET

(Street)

GREENWICH

06831-2936

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

JONES PAUL TUDOR II

(Last)

(First)

(Middle)

C/O TUDOR INVESTMENT CORPORATION

1275 KING STREET

(Street)

GREENWICH

06831-2936

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Preferred Stock is convertible into Common Stock at any time upon written notice to Incentra Solutions, Inc. Holders may require the issuer to repurchase their shares of Series A Preferred at any time on or after August 18, 2008.

2. Pursuant to an agreement dated December 31, 2008, by and among Tudor Investment Corporation ("TIC") and others, TIC transacted a split-off of, among other entities, The Raptor Global Portfolio Ltd., a Cayman Islands corporation ("Raptor"), and The Altar Rock Fund L.P., a Delaware limited partnership ("Altar Rock") (such split-off, the "Split-off"). As a result of the Split-off, TIC (i) is no longer the general partner of Altar Rock and (ii) is no longer involved, affiliated or associated with the management or operations of Altar Rock or Raptor, including the provision of investment advisory services. Altar Rock directly owns 473 shares of Common Stock ("Common Shares") and 670 shares of Series A Preferred Stock ("Preferred Shares") (which are convertible to 2,010 Common Shares (see footnote 6)). See Footnote 7 for the remainder of Footnote 2.

3. Common Shares and Preferred Shares were not attributed a separate price in the Split-off.

4. Tudor Ventures II L.P. ("TV II") directly owns the 608,221 Common Shares and 903,994 Preferred Shares reported herein. Because TIC is the investment adviser to TV II, TIC may be deemed to be the beneficial owner of shares owned by TV II. Because Jones is the controlling shareholder of TIC, Jones may be deemed to be the beneficial owner of shares deemed to be beneficially owned by such entity. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities. Jones expressly disclaims such beneficial ownership.

5. TV II directly owns the 608,221 Common Shares and 903,994 Preferred Shares reported herein. Because Tudor Ventures Group L.P. ("TVG LP") is the general partner of TV II, TVG LP may be deemed to be the beneficial owner of shares owned by TV II. Because Tudor Ventures Group LLC ("TVG LLC") is the general partner of TVG LP, TVG LLC may be deemed to be the beneficial owner of shares owned by such entity. Because Jones is the indirect controlling equity holder of TVG LLC, he may be deemed to be the beneficial owner of shares owned by such entity. Each of TIC, Jones, TVG LP and TVG LLC expressly disclaim beneficial ownership of any Common Shares or Preferred Shares that they do not own directly.

6. Each Preferred Share is convertible into 3 Common Shares.

7. Raptor directly owns 67,101 Common Shares and 99,741 Preferred Shares (which are convertible to 299,223 Common Shares (see footnote 6)). Because of the Split-off, securities owned by Altar Rock and Raptor may no longer be deemed to be beneficially owned by TIC or Paul Tudor Jones, II ("Jones").

	TUDOR INVESTMENT CORPORATION, by /s/ Stephen N. Waldman, Managing Director	01/08/2009
	Paul Tudor Jones II	01/08/2009
	** Signature of Reporting Person	Date
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