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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ADAGE CAPITAL PARTNERS GP LLC (Last) (First) (Middle) 200 CLARENDON STREET 52ND FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SMART BALANCE, INC. [ SMBL ]	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) 09/07/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value ("Common Stock")	09/07/2007	09/07/2007	P		470,000	A	$10.6	3,480,724(1)	I	See Footnotes(1)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock ("Preferred Stock")	(3)							05/21/2007	(3)	Common Stock	1,111,111		1,111,111	I	See Footnotes(2)(3)(4)
Warrants Right to Purchase) ("Public Warrants")	$6							05/21/2007	(4)(5)	Common Stock	1,000,000		1,000,000	I	See Footnotes(2)(4)(5)

1. Name and Address of Reporting Person* ADAGE CAPITAL PARTNERS GP LLC (Last) (First) (Middle) 200 CLARENDON STREET 52ND FLOOR (Street) BOSTON MA 02116 (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* ADAGE CAPITAL PARTNERS LP (Last) (First) (Middle) (Street) (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* Adage Capital Advisors, L.L.C. (Last) (First) (Middle) 200 CLARENDON STREET 52ND FLOOR (Street) BOSTON MA 02116 (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* Atchinson Robert (Last) (First) (Middle) 200 CLARENDON STREET 52ND FLOOR (Street) BOSTON MA 02116 (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* Gross Phillip (Last) (First) (Middle) 200 CLARENDON STREET 52ND FLOOR (Street) BOSTON MA 02116 (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. The Number of Non-Derivative Securities Beneficially Owned following the transaction to which this note relates (the purchase of 470,000 Shares of Common Stock) total 3,480,724 Shares of Common Stock which are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund").

2. Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of ACP. ACPGP, ACA, Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

3. The Preferred Stock to which this note relates is convertible at any time, at the option of the holder, into the number of shares of Common Stock arrived at by dividing $9.00 per share (which is the initial conversion price) into the per share liquidation preference of $9.00 per share, plus accrued but unpaid dividends. As of May 21, 2007 the Preferred Stock was convertible into Common Stock on a one-for-one basis. To the extent that dividends accrue but are not paid, the number of shares of common stock issuable upon conversion of the Preferred Stock will increase. The conversion right of the Preferred Stock to Common Stock has no expiration date. As of September 11, 2007, Adage Capital Partners, L.P. holds 1,111,111 Shares of Preferred Stock.

4. Holders of Preferred Stock also received one Private Placement Warrant for each share of Preferred Stock. Each Private Placement Warrant entitles the holder to purchase one share of Common Stock at a price of $9.00. Each Private Placement Warrant will become exercisable upon the redemption of the related share of Preferred Stock. Each Private Placement Warrant will be exercisable until the later of (1) ten years after May 21, 2007, or (2) five years after the redemption of the related share of Preferred Stock.

5. Each Warrant to which this note relates entitles the holder to purchase one share of Common Stock at a price of $6.00. As of September 11, 2007, Adage Capital Partners, L.P. holds 1,000,000 Warrants.

	/s/ Robert Atchinson	09/11/2007
	/s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson	09/11/2007
	/s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson	09/11/2007
	/s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson	09/11/2007
	/s/ Phillip Gross	09/11/2007
	** Signature of Reporting Person	Date
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