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^*

BELZBERG SAMUEL

(Last)

(First)

(Middle)

C/O GIBRALT CAPITAL CORP

1177 W HASTINGS ST STE 2000

(Street)

VANCOUVER

V6E 2K3

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIOMED HOLDINGS INC [ DIO ]

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)
05/07/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	12/31/2002	12/31/2002	C	V	50,000	A	⁽⁷⁾	50,000	I	By Gibralt Capital Corp.
Common Stock	01/17/2003	01/17/2003	P		956,500	A	$2	1,006,500	I	By Gibralt US, Inc.
Common Stock	01/31/2003	01/31/2003	C	V	50,000	A	⁽⁷⁾	1,056,500	I	By Gibralt Capital Corp.
Common Stock	02/28/2003	02/28/2003	C	V	50,000	A	⁽⁷⁾	1,106,500	I	By Gibralt Capital Corp.
Common Stock	03/31/2003	03/31/2003	C	V	849,999	A	⁽⁷⁾	1,956,499	I	By Gibralt Capital Corp.
Common Stock	11/25/2003	11/25/2003	C	V	19,100,000	A	$0.08	21,056,499	I	By Gibralt Capital Corp.
Common Stock	11/25/2003	11/25/2003	C	V	20,337,930	A	⁽⁷⁾	41,394,429	I	By Gibralt US, Inc.
Common Stock	11/25/2003	11/25/2003	C	V	2,769,756	A	⁽⁷⁾	44,164,185	I	By Gibralt US, Inc.
Common Stock	11/25/2003	11/25/2003	C	V	11,436,778	A	⁽⁷⁾	55,600,963	I	By Gibralt US, Inc.

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)
Class A Convertible Preferred Stock	$0	12/31/2002	12/31/2002	C	V		50,000	12/31/2002	⁽⁷⁾	Common Stock	50,000	⁽⁷⁾	9,353,332⁽⁸⁾	I	By Gibralt Capital Corp.
Class A Convertible Preferred Stock	$0⁽⁷⁾	01/31/2003	01/31/2003	C	V		50,000	⁽⁷⁾	⁽⁷⁾	Common Stock	50,000	⁽⁷⁾	9,303,332⁽⁸⁾	I	By Gibralt Capital Corp.
Class A Convertible Preferred Stock	$0⁽⁷⁾	02/28/2003	02/28/2003	C	V		50,000	⁽⁷⁾	⁽⁷⁾	Common Stock	50,000	⁽⁷⁾	9,253,332⁽⁸⁾	I	By Gibralt Capital Corp.
Class A Convertible Preferred Stock	$0⁽⁷⁾	08/31/2003		P		999,999		⁽⁷⁾	⁽⁷⁾	Common Stock	999,999	$1	999,999⁽⁹⁾	I	By Gibralt Capital Corp.
Stock Options	$1.25	05/14/2001		A		50,000		03/31/2002	05/13/2011	Common Stock	50,000	⁽⁷⁾	1,049,000⁽⁹⁾	D
Warrants	$0.26	12/27/2002		P		833,333		06/27/2003	06/27/2008	Common Stock	8,333,333	⁽¹⁾	9,383,332⁽⁶⁾⁽⁹⁾	I	By Gibralt US, Inc.⁽¹⁾
Class A Secured Notes due 1/1/2004	⁽¹⁾	12/27/2002		P		0⁽¹⁾		⁽¹⁾	01/01/2004	Common Stock	⁽¹⁾	⁽¹⁾	9,383,332⁽⁸⁾	I⁽¹⁾	By Gibralt US, Inc.
Class B Unsecured Notes due 1/1/04	⁽¹⁾	12/27/2002		P		0⁽¹⁾		⁽¹⁾	01/01/2004	Common Stock	⁽¹⁾	⁽¹⁾	9,383,332⁽⁸⁾	I⁽¹⁾	By Gibralt US, Inc.
Warrants	$0.26	03/18/2003⁽²⁾		D	V		2,083,334⁽²⁾	06/27/2003	06/27/2008	Common Stock	6,249,999	⁽²⁾	7,149,998⁽⁸⁾	I⁽²⁾	By Gibralt US, Inc.
Class A Secured Notes due 1/1/04	⁽²⁾	03/18/2003⁽²⁾		D	V	0⁽²⁾		⁽²⁾	01/01/2004	Common Stock	⁽²⁾	⁽²⁾	7,149,998⁽⁸⁾	I⁽²⁾	By Gibralt US, Inc.
Class B Unsecured Notes due 1/1/04	⁽²⁾	03/18/2003⁽²⁾		D	V	0⁽²⁾		⁽²⁾	01/01/2004	Common Stock	⁽²⁾	⁽²⁾	7,149,998⁽⁸⁾	I⁽²⁾	By Gibralt US, Inc.
Warrants	$0.26	05/07/2003⁽³⁾		D	V		6,249,999⁽³⁾	06/27/2003	06/27/2008	Common Stock	6,249,999	⁽³⁾	25,157,686⁽⁹⁾	I⁽³⁾	By Gibralt US, Inc.
Class A Secured Notes due 1/1/2004⁽³⁾	⁽³⁾	05/07/2003⁽³⁾		D⁽³⁾	V	0⁽³⁾		⁽³⁾	01/01/2004	Common Stock	⁽³⁾	⁽³⁾	23,157,686⁽⁹⁾	I⁽³⁾	By Gibralt US, Inc.
Class B Unsecured Notes due 1/1/2004	⁽³⁾	05/07/2003⁽³⁾		D	V	0⁽³⁾		⁽³⁾	01/01/2004	Common Stock	⁽³⁾	⁽³⁾	23,157,686⁽⁹⁾	I⁽³⁾	By Gibralt US, Inc.
Class C Convertible Preferred Stock⁽⁴⁾	⁽³⁾⁽⁷⁾	05/07/2003⁽³⁾		A		0⁽³⁾		⁽³⁾	⁽⁷⁾	Common Stock	20,337,930	⁽³⁾	23,157,686⁽⁹⁾	I⁽³⁾	By Gibralt US, Inc.⁽³⁾
Class D Convertible Preferred Stock⁽⁵⁾	⁽³⁾⁽⁷⁾	05/07/2003		A		0		⁽³⁾	09/03/2004	Common Stock	2,769,756	⁽³⁾	23,157,686⁽⁹⁾	I⁽³⁾	By Gibralt US, Inc.⁽³⁾
Secured Bridge Notes due 2004⁽⁶⁾	$0.08	09/03/2003		A		0⁽⁶⁾		⁽⁶⁾	09/03/2004	Common Stock	18,750,000	⁽⁶⁾	18,750,000⁽⁹⁾⁽¹⁰⁾	I	By Gibralt US, Inc.⁽⁶⁾
Secured Bridge Notes due 2004⁽⁶⁾	$0.08	11/25/2003		C		0⁽⁶⁾		⁽⁶⁾	09/03/2004	Common Stock	19,100,000	⁽⁶⁾	18,750,000⁽⁹⁾⁽¹¹⁾	I	By Gibralt US, Inc.⁽⁶⁾
Class E Convertible Preferred Stock⁽⁴⁾	⁽³⁾⁽⁷⁾	11/25/2003⁽³⁾		C		0⁽³⁾		⁽³⁾	⁽⁷⁾	Common Stock	20,337,930	⁽³⁾	23,157,686⁽⁹⁾	I	By Gibralt US, Inc.⁽³⁾
Class F Convertible Preferred Stock⁽⁵⁾	⁽³⁾⁽⁷⁾	11/25/2003⁽³⁾		C		0⁽³⁾		⁽³⁾	⁽⁷⁾	Common Stock	2,769,756	⁽³⁾	23,157,686⁽⁹⁾	I	By Gibralt US, Inc.⁽³⁾

Explanation of Responses:

1. See Issuer's Current Report on Form 8-K filed 12/30/02.

2. In a private transaction, Gibralt US, Inc. transferred to certain third parties part of the securities purchased by Gibralt US, Inc. on 12/27/02.

3. See Issuer's Current Report on Form 8-K filed 9/10/03 and Reporting Person's Schedule 13D/A filed with the SEC in connection with this transaction.

4. Exchanged on 8/22/03 for shares of Class E Preferred Stock, subject to repurchase by the Company for a total of 20,337,930 shares of Common Stock, repurchased by Company 11/25/03.

5. Exchanged on 8/22/03 for shares of Class F Preferred Stock, subject to repurchase by the Company for a total of 2,769,756 shares of Common Stock, repurchased by Company 11/25/03.

6. On 9/3/03, Gibralt US, Inc. purchased $1,500,000 in Secured Bridge Notes, convertible at $0.08 per share, and the Company redeemed $1,500,000 in notes originally issued to Gibralt US, Inc. on 12/27/02. See the Issuer's Current Report on Form 8-K filed 9/10/03 and Reporting Person's Schedule 13D/A to be filed with the SEC in connection with this transaction.

7. Not applicable.

8. Derivative Securities representing in excess of * shares of Common Stock

9. Derivative Securities representing * shares of Common Stock

10. (plus undetermined number of shares issuable in lieu of cash as accrued interest)

11. (plus 350,000 shares in lieu of cash as accrued interest)

	/s/ Samuel Belzberg	11/28/2003
	** Signature of Reporting Person	Date
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