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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SERACARE LIFE SCIENCES INC [ SRLS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/17/2007 | X(1) | 47,968 | A | $4.75 | 209,228 | D | |||
Common Stock | 05/17/2007 | P(2) | 81,763 | A | $4.75 | 290,991 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Subscription Rights (right to buy) | $4.75 | 05/17/2007 | X(1) | 47,968 | 05/17/2007 | 01/31/2007 | Common Stock | 47,968 | (3) | 0 | D |
Explanation of Responses: |
1. On May 17, 2007, SeraCare Life Sciences, Inc.'s (the "Company") First Amended Joint Plan of Reorganization of the Company and Ad Hoc Equity Committee, as Modified (the "Plan"), as confirmed by the United States Bankruptcy Court for the Southern District of California on February 21, 2007, became effective and the Company emerged from Chapter 11 protection. In connection with the Plan and pursuant to the rights offering conducted by the Company, New Dimensions Trading purchased 47,968 shares of common stock of the Company. |
2. On November 10, 2006, Chesed, along with certain other members of the Ad Hoc Committee, entered into a Plan Support Agreement with the Company,( as amended, the "Plan Support Agreement"), and executed a commitment letter contemporaneously therewith, wherein Chesed agreed, among other things, to provide a backstop commitment to purchase a percentage of the unsubscribed shares in the rights offering by the Company to its shareholders, and the Company agreed to sell such unsubscribed shares to Chesed. Following the expiration of the rights offering, Chesed purchased 81,763 shares on May 17, 2007, in accordance with the Plan Support Agreement and the commitment letter from Chesed executed contemporaneously therewith. |
3. N/A |
Remarks: |
1)Prior to May 17, 2007, the Reporting Person may have been deemed to be a member of a group with certain other participants in an Ad Hoc Committee of Equity Holders (the "Ad Hoc Committee") of SeraCare Life Sciences, Inc. within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, as described in a statement on Schedule 13D jointly filed on November 16, 2006 by the Reporting Person and other participants in the Ad Hoc Committee (as the same may be amended from time to time, the "AD Hoc Committee Schedule 13D"). For the reasons described in the Ad Hoc Committee Schedule 13D, the Reporting Person reserved all rights to disclaim membership in a group, for purposes of Section 13(d) under the Securities Exchange Act of 1934, with the other participants in the Ad Hoc Committee. The Reporting Person has filed a statement on Schedule 13G on May 18, 2007, disclaiming group membership and any continuing obligation to file jointly with the other members of the Ad Hoc Committee, in light of the dissolution of the Ad Hoc Committee on May 17, 2007. 2)On May 17, 2007, SeraCare Life Sciences, Inc., a Delaware corporation, became the successor of SeraCare Life Sciences, Inc., a California corporation, pursuant to a merger. The merger had the effect of changing SeraCare Life Sciences, Inc.'s domicile, but did not alter the proportionate interests of security holders. |
Chesed Congregations of America By:/s/ Abraham Wolfson, President | 05/17/2007 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |