SC 13G/A 1 spacehab_13ga2.txt SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SPACEHAB, Incorporated ------------------------------------------------------- (Name of Issuer) Common Stock, no par value share ------------------------------------------------------- (Title of Class of Securities) 846243103 ------------------------------------------------------- (CUSIP Number) February 13, 2007 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this is filed: [X] 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). (Page 1 of 7 pages) CUSIP No. 846243103 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ore Hill Hub Fund Ltd. Tax I.D. 98-0379390 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Cayman Islands -------------------------------------------------------------------------------- Number of 5. Sole Voting Power Shares Beneficially 6. Shared Voting Power Owned by Each Reporting 7. Sole Dispositive Power Person With 8. Shared Dispositive Power -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions) [ ] -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) OO -------------------------------------------------------------------------------- (Page 2 of 7 pages) CUSIP No. 846243103 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ore Hill Partners LLC Tax I.D. 03-0420197 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- Number of 5. Sole Voting Power Shares Beneficially 6. Shared Voting Power Owned by Each Reporting 7. Sole Dispositive Power Person With 8. Shared Dispositive Power -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions) [ ] -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IA -------------------------------------------------------------------------------- (Page 3 of 7 pages) Item 1. (a) Name of Issuer: SPACEHAB, Incorporated (b) Address of Issuer's Principal Executive Offices: 12130 Highway 3, Building 1, Webster, Texas 77598-1504 Item 2. (a) Name of Persons Filing: This Statement relates to shares held by Ore Hill Hub Fund Ltd. ("OH Hub Fund"). Ore Hill Partners LLC ("OH Partners") is the investment manager of the OH Hub Fund and, accordingly, may be deemed to have or share voting and dispositive power with respect to the shares reported herein. (b) Address of Principal Business Office or, if none, Residence: The address of the principal business office of: (i) OH Hub Fund is c/o BISYS Hedge Fund Services (Cayman) Limited, 27 Hospital Road, P.O. Box 1748GT, Cayman Corporate Centre, George Town, Grand Cayman, Cayman Islands, BWI, and (ii) OH Partners is 650 Fifth Avenue, 9th Floor, New York, New York 10019. (c) Citizenship: OH Hub Fund is a Cayman Islands exempted company. OH Partners is a Delaware limited liability company. (d) Title of Class of Securities: Common Stock, no par value (e) CUSIP Number: 846243103 Item 3. OH Partners is a registered investment adviser under Section 203 of the Investment Advisers Act and, accordingly, is filing this Statement as: [X] An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). This Statement is not being filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c) with respect to the other persons joining in the filing of this Statement. Item 4. Ownership. As to each person joining in the filing of this Statement (a) Amount beneficially owned: (b) Percent of class: (c) Number of shares as to which the person has: (Page 4 of 7 pages) (i) Sole power to vote or to direct the vote: ____________. (ii) Shared power to vote or to direct the vote: ____________. (iii) Sole power to dispose or to direct the disposition of:_____. (iv) Shared power to dispose or to direct the disposition of: _________. 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: [X]. 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 a Group. Not applicable. Item 10. Certification. By signing below OH Partners certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. By signing below OH Hub Fund certifies that, to the best of its 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 5 of 7 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. February 13, 2007 ORE HILL PARTNERS LLC, individually and on behalf of ORE HILL HUB FUND LTD. By: /s/ CLAUDE A. BAUM ------------------------------- Name: Claude A. Baum Title: General Counsel (Page 6 of 7 pages) Exhibit Index ------------- Exhibit Page No. ------- -------- A. Joint Filing Agreement, dated February 13, [Previously filed] 2006, by and between Ore Hill Hub Fund Ltd., Ore Hill Partners LLC Benjamin Nickoll and Frederick Wahl (Page 7 of 7 pages)