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^*

Vicis Capital, LLC

(Last)

(First)

(Middle)

445 PARK AVENUE, SUITE 1901

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMBIENT CORP /NY [ ABTG ]

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)
05/12/2010

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	05/12/2010		P		90,000	A	⁽³⁾	1,327,788,414	I⁽¹⁾	By Vicis Capital Master Fund
Common Stock	05/12/2010		P		420,000	A	⁽⁴⁾	1,328,208,414	I⁽¹⁾	By Vicis Capital Master Fund

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)
Warrant to Purchase Common Stock	$0.25							⁽²⁾	04/09/2012	Common Stock	5,000,000		5,000,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.25							⁽²⁾	03/16/2012	Common Stock	5,000,000		5,000,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.25							⁽²⁾	03/03/2012	Common Stock	5,000,000		5,000,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.25							⁽²⁾	01/19/2012	Common Stock	5,000,000		5,000,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		2,666,666		⁽²⁾	11/01/2012	Common Stock	2,666,666	⁽³⁾	3,250,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		2,000,000		⁽²⁾	11/01/2012	Common Stock	2,000,000	⁽⁴⁾	5,250,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		666,666		⁽²⁾	11/01/2012	Common Stock	666,666	⁽⁵⁾	5,916,666	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		3,428,571		⁽²⁾	01/15/2013	Common Stock	3,428,571	⁽³⁾	4,178,571	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		2,571,428		⁽²⁾	01/15/2013	Common Stock	2,571,428	⁽⁴⁾	6,749,999	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		857,143		⁽²⁾	01/15/2013	Common Stock	857,143	⁽⁵⁾	7,607,142	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		220,000		⁽²⁾	04/23/2013	Common Stock	220,000	⁽³⁾	270,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		165,000		⁽²⁾	04/23/2013	Common Stock	165,000	⁽⁴⁾	435,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		55,000		⁽²⁾	04/23/2013	Common Stock	55,000	⁽⁵⁾	490,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		397,000		⁽²⁾	07/31/2012	Common Stock	397,000	⁽³⁾	397,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		636,000		⁽²⁾	07/31/2012	Common Stock	636,000	⁽⁴⁾	1,033,000	I⁽¹⁾	By Vicis Capital Master Fund
Warrant to Purchase Common Stock	$0.035	05/12/2010		P		456,500		⁽²⁾	07/31/2012	Common Stock	456,500	⁽⁵⁾	1,489,500	I⁽¹⁾	By Vicis Capital Master Fund

1. Name and Address of Reporting Person^*

Vicis Capital, LLC

(Last)

(First)

(Middle)

445 PARK AVENUE, SUITE 1901

(Street)

NEW YORK

10022

(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^*

Vicis Capital Master Fund

(Last)

(First)

(Middle)

445 PARK AVENUE, SUITE 1901

(Street)

NEW YORK

10022

(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. Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares.

2. Immediately.

3. On May 12, 2010, Vicis Capital Master Fund purchased the following securities of the Issuer from a private party for an aggregate purchase price of $173,205.92: (i) 90,000 shares of Common Stock; (ii) a warrant to purchase 397,000 shares of Common Stock having an expiration date of July 31, 2012; (iii) warrants to purchase 2,666,666 shares of Common Stock having an expiration date of November 1, 2012; (iv) warrants to purchase 3,428,571 shares of Common Stock having an expiration date of January 15, 2013; and (v) a warrant to purchase 220,000 shares of Common Stock having an expiration date of April 23, 2013.

4. On May 12, 2010, Vicis Capital Master Fund purchased the following securities of the Issuer from a private party for an aggregate purchase price of $159,510.70: (i) 420,000 shares of Common Stock; (ii) a warrant to purchase 636,000 shares of Common Stock having an expiration date of July 31, 2012; (iii) warrants to purchase 2,000,000 shares of Common Stock having an expiration date of November 1, 2012; (iv) warrants to purchase 2,571,428 shares of Common Stock having an expiration date of January 15, 2013; and (v) a warrant to purchase 165,000 shares of Common Stock having an expiration date of April 23, 2013.

5. On May 12, 2010, Vicis Capital Master Fund purchased the following securities of the Issuer from a private party for an aggregate purchase price of $50,882.73: (i) a warrant to purchase 456,500 shares of Common Stock having an expiration date of July 31, 2012; (ii) warrants to purchase 666,666 shares of Common Stock having an expiration date of November 1, 2012; (iii) warrants to purchase 857,143 shares of Common Stock having an expiration date of January 15, 2013; and (iv) a warrant to purchase 55,000 shares of Common Stock having an expiration date of April 23, 2013.

	/s/ Andrew Comito, Compliance Officer, Vicis Capital LLC	05/14/2010
	/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund	05/14/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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