-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PDyItJLVHNUx7FOQ3DF3NAe0JcBQsOmgBKkFgcxe/FmXQcz6pm7CaE4h9Q9Uqbf6 uEgFPkqEWATl+bF6H0wpNA== 0001140361-10-008509.txt : 20100225 0001140361-10-008509.hdr.sgml : 20100225 20100225170243 ACCESSION NUMBER: 0001140361-10-008509 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100224 FILED AS OF DATE: 20100225 DATE AS OF CHANGE: 20100225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMBIO DIAGNOSTICS, INC. CENTRAL INDEX KEY: 0001092662 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880425691 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3661 HORSEBLOCK ROAD CITY: MEDFORD STATE: NY ZIP: 11763 BUSINESS PHONE: (631) 924-1135 MAIL ADDRESS: STREET 1: 3661 HORSEBLOCK ROAD CITY: MEDFORD STATE: NY ZIP: 11763 FORMER COMPANY: FORMER CONFORMED NAME: Chembio Diagnostics Inc. DATE OF NAME CHANGE: 20040607 FORMER COMPANY: FORMER CONFORMED NAME: TRADING SOLUTIONS COM INC DATE OF NAME CHANGE: 19990805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRESTVIEW CAPITAL MASTER LLC CENTRAL INDEX KEY: 0001303225 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30379 FILM NUMBER: 10634423 BUSINESS ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847-559-0060 MAIL ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Capital Partners, LLC CENTRAL INDEX KEY: 0001396338 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30379 FILM NUMBER: 10634424 BUSINESS ADDRESS: STREET 1: 95 REVERE DRIVE, SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847-559-0060 MAIL ADDRESS: STREET 1: 95 REVERE DRIVE, SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 4 1 doc1.xml FORM 4 X0303 4 2010-02-24 1 0001092662 CHEMBIO DIAGNOSTICS, INC. CEMI 0001303225 CRESTVIEW CAPITAL MASTER LLC 95 REVERE DRIVE SUITE A NORTHBROOK IL 60062 0 0 1 0 0001396338 Crestview Capital Partners, LLC 95 REVERE DRIVE, SUITE A NORTHBROOK IL 60062 0 0 1 0 Common Stock, $0.01 par value per share 2010-02-24 4 J 0 18907431 0 D 0 D These shares of the Issuer's common stock, $0.01 par value per shares ("Common Stock" or the "Shares") are held for the account of Crestview Capital Master, L.L.C. ("Crestview Master"), which is a Reporting Person. Crestview Capital Partners, L.L.C. ("Crestview Partners") serves as the sole manager of Crestview Master, and as such has the power to vote and to direct the Shares owned by Crestview Master, and therefore may be deemed an indirect beneficial owner of the Shares held in the account of Crestview Master. Crestview Capital Fund III, L.P. ("Crestview Fund III") and Crestview Capital Offshore Fund, Inc. ("Crestview Offshore") are "feeder funds" which invest substantially all of their capital into Crestview Master. As of February 24, 2010, Crestview Master is distributing all of the Shares that are currently held by Crestview Master to its equity holders (including Crestview Fund III and Crestview Offshore) on a pro rata basis based upon their respective interests in Crestview Master's net assets (the "First Distribution"). As a result of the First Distribution, Crestview Fund III will receive 12,990,569 Shares (or 20.97% of the 61,944,901 total number of Shares outstanding) and Crestview Offshore will receive 3,356,040 (or 5.42% of the 61,944,901 total number of Shares outstanding) (in each case, the total Shares outstanding is based upon information provided by the Issuer in its recently filed quarterly report on Form 10-Q). Immediately upon receipt of its pro rata portion of the Shares currently held by Crestview Master, Crestview Fund III will be distributing its Shares to the Crestview Fund III partners, pro rata based upon each partner?s equity interest in Crestview Fund III (the "Second Distribution," and together with the First Distribution, the "Transaction"). As a result of the Transaction, Crestview Master and Crestview Fund III may be deemed to be the beneficial owner of 0 Shares. The First and Second Distributions are two parts of the same overall Transaction with the same overall purpose. No consideration was paid by the equity holders for the Shares. Crestview Partners disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "Exchange Act") in the securities owned by Crestview Master except to the extent, if any, of their pecuniary interest therein. This Form 4 is also being filed to check the box indicating that the Reporting Person is no longer subject to Section 16. Crestview Capital Master, L.L.C. By: Crestview Capital Partners, L.L.C., its sole Manager By: /s/ Daniel I. Warsh 2010-02-25 Crestview Capital Partners, L.L.C. By: /s/ Daniel I. Warsh Name Daniel I. Warsh 2010-02-25 -----END PRIVACY-ENHANCED MESSAGE-----