SC 13G/A 1 p11-0208sc13ga.htm ULURU, INC. p11-0208sc13ga.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
ULURU, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
90403T100
(CUSIP Number)
 
December 31, 2010
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
¨ 
Rule 13d-1(b)
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 the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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 14 Pages)



 
 

 
CUSIP No.  90403T100
 
13G/A
Page 2 of 14 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
O.S.S. Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12
TYPE OF REPORTING PERSON**
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 

 
CUSIP No.  90403T100
 
13G/A
Page 3 of 14 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Oscar S. Schafer & Partners I LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12
TYPE OF REPORTING PERSON**
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 

 
CUSIP No.  90403T100
 
13G/A
Page 4 of 14 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Oscar S. Schafer & Partners II LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12
TYPE OF REPORTING PERSON**
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 

 
CUSIP No.  90403T100
 
13G/A
Page 5 of 14 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
O.S.S. Overseas Master Fund Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12
TYPE OF REPORTING PERSON**
CO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 

 
CUSIP No.  90403T100
 
13G/A
Page 6 of 14 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
O.S.S. Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12
TYPE OF REPORTING PERSON**
OO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 

 
CUSIP No.  90403T100
 
13G/A
Page 7 of 14 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Schafer Brothers LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12
TYPE OF REPORTING PERSON**
OO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 

 
CUSIP No.  90403T100
 
13G/A
Page 8 of 14 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Oscar S. Schafer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12
TYPE OF REPORTING PERSON**
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 

 
CUSIP No.  90403T100
 
13G/A
Page 9 of 14 Pages



ITEM 1(a).
NAME OF ISSUER.
   
 
ULURU Inc.

ITEM 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
4452 Beltway Drive
Addison, Texas 75001

ITEM 2(a).
NAME OF PERSON FILING:

 
(i)
Oscar S. Schafer & Partners I LP, a Delaware limited partnership ("OSS I"), with respect to shares of Common Stock (as defined in Item 2(d) below) directly owned by it;
   
 
(ii)
Oscar S. Schafer & Partners II LP, a Delaware limited partnership ("OSS II", and together with OSS I, the "Partnerships"), with respect to shares of Common Stock as defined in Item 2(d) below) directly owned by it;
     
 
(iii)
O.S.S. Advisors LLC, a Delaware limited liability company (the "General Partner"), which serves as the general partner of each of the Partnerships, with respect to shares of Common Stock (as defined in Item 2(d) below) directly owned by each of the Partnerships;
     
 
(iv)
O.S.S. Overseas Master Fund Ltd., a Cayman Islands exempted company ("OSS Overseas"), with respect to shares of Common Stock directly owned by it;
     
 
(v)
O.S.S. Capital Management LP, a Delaware limited partnership (the "Investment Manager"), which serves as investment manager, and management company, to OSS Overseas and the Partnerships, and to certain managed accounts respectively, and has investment discretion with respect to shares of Common Stock directly owned by the Partnerships, OSS Overseas and shares of Common Stock which are held for the benefit of a third party in a separately managed account;
     
 
(vi)
Schafer Brothers LLC, a Delaware limited liability company (the "SB LLC"), which serves as the general partner to the Investment Manager, with respect to shares of Common Stock directly owned by the Partnerships, OSS Overseas and shares of Common Stock which are held for the benefit of a third party in a separately managed account; and
     
 
(vii)
Mr. Oscar S. Schafer ("Mr. Schafer"), who serves as the sole managing member of the General Partner and of SB LLC, with respect to shares of Common Stock directly owned by the Partnerships, OSS Overseas and shares of Common Stock which are held for the benefit of a third party in a separately managed account.


 
 

 
CUSIP No.  90403T100
 
13G/A
Page 10 of 14 Pages



The Partnerships, OSS Overseas, the General Partner, the Investment Manager, SB LLC and Mr. Schafer are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

ITEM 2.
 

 
(a)
NAME OF PERSON FILING
   
(i)
O.S.S. Capital Management LP
   
(ii)
Oscar S. Schafer & Partners I LP
   
(iii)
Oscar S. Schafer & Partners II LP
   
(iv)
O.S.S. Overseas Master Fund Ltd.
   
(v)
O.S.S. Advisors LLC
   
(vi)
Schafer Brothers LLC
   
(vii)
Oscar S. Schafer

 
(b)
ADDRESS OF PRINCIPAL OFFICE, OR, IF NONE, RESIDENCE

   
The address of the principal business offices of each of:

   
(i)
Investment Manager
       
598 Madison Avenue
       
New York, NY 10022
   
(ii)
OSS I
       
598 Madison Avenue
       
New York, NY 10022
   
(iii)
OSS II
       
598 Madison Avenue
       
New York, NY 10022
   
(iv)
OSS Overseas
       
Walkers Corporate Services Limited
       
Mary Street
       
George Town
       
Grand Cayman KY1-9005
       
Cayman Islands, British West Indies
   
(v)
General Partner
       
598 Madison Avenue
       
New York, NY 10022
   
(vi)
SB LLC
       
598 Madison Avenue
       
New York, NY 10022
   
(vii)
Mr. Schafer
       
598 Madison Avenue
       
New York, NY 10022

 
(c)
CITIZENSHIP
   
(i)
Investment Manager - Delaware, USA
   
(ii)
OSS I – Delaware, USA
   
(iii)
OSS II – Delaware, USA
   
(iv)
OSS Overseas – Cayman Islands
   
(v)
General Partner – Delaware, USA
   
(vi)
SB LLC – Delaware, USA
   
(vii)
Mr. Schafer – USA


 
 

 
CUSIP No.  90403T100
 
13G/A
Page 11 of 14 Pages



 
(d)
TITLE OF CLASS OF SECURITIES
   
Common Stock, par value $0.01 per share

 
(e)
CUSIP NUMBER
   
90403T100

ITEM 3.
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act,
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940,
 
(e)
¨
Investment Adviser in accordance with Rule 13d-1(b) (1) (ii) (E),
 
(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b) (1) (ii) (F),
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),
 
(h)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
 
(i)
¨
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
 
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
Not applicable.

ITEM 4.
OWNERSHIP.

   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
The Investment Manager may be deemed to beneficially own 0 Shares.  OSS I may be deemed to beneficially own 0 Shares.  OSS II may be deemed to beneficially own 0 Shares.  OSS Overseas may be deemed to beneficially own 0 Shares.  The General Partner may be deemed to beneficially own 0 Shares as a result of its voting and dispositive power over 0 Shares owned by the Partnerships.  SB LLC may be deemed to beneficially own 0 Shares as a result of its voting and dispositive power over 0 Shares owned by the Partnerships, OSS Overseas and a separately managed account.  Mr. Schafer may be deemed to beneficially own 0 Shares by virtue of his voting and dispositive power over 0 Shares owned by the Partnerships, OSS Overseas and a separately managed account.
 
 
 
 
 

 
CUSIP No.  90403T100
 
13G/A
Page 12 of 14 Pages

 
 
 
 
(b)
PERCENTAGE BENEFICIALLY OWNED
 
 
Based on calculations made in accordance with Rule 13d-3(d), and there being 82,117,000 Shares outstanding as of February 9, 2011 as reported on Bloomberg on February 9, 2011:
 
   
(i)
Investment Manager may be deemed to beneficially own approximately 0% of the outstanding Shares;
   
(ii)
OSS I may be deemed to beneficially own approximately 0% of the outstanding Shares;
   
(iii)
OSS II may be deemed to beneficially own approximately 0% of the outstanding Shares;
   
(iv)
OSS Overseas may be deemed to beneficially own approximately 0% of the outstanding Shares;
   
(v)
General Partner may be deemed to beneficially own approximately 0% of the outstanding Shares;
   
(vi)
SB LLC may be deemed to beneficially own approximately 0% of the outstanding Shares;
   
(vii)
Mr. Schafer may be deemed to beneficially own approximately 0% of the outstanding Shares;
       
 
(c)
NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
 
   
(i)
Sole power to vote or to direct the vote 0.
 
   
(ii)
Shared power to vote or to direct the vote 0.
 
   
(iii)
Sole power to dispose or to direct the disposition of 0.
 
   
(iv)
Shared power to dispose or to direct the disposition of 0.
 

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 Persons have ceased to be the beneficial owners 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
   
 
See Item 2.


 
 

 
CUSIP No.  90403T100
 
13G/A
Page 13 of 14 Pages



ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
   
 
Not applicable.

ITEM 10.
CERTIFICATION

   By signing below I certify that, to the best of my 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.


 
 

 
CUSIP No.  90403T100
 
13G/A
Page 14 of 14 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 14, 2011
 
Date
   
 
/s/ Oscar S. Schafer
 
Signature
   
 
Oscar S. Schafer, Managing Partner
 
Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

ATTENTION:  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)