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^*

KNOTT DAVID M

(Last)

(First)

(Middle)

485 UNDERHILL BLVD

STE 205

(Street)

SYOSSET

11791-3419

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COLUMBIA LABORATORIES INC [ CBRX ]

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)
02/05/2007

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	02/05/2007		S		425,300	D	$1.4244	570,480	I	By Knott Partners, L.P.⁽¹⁾⁽³⁾
Common Stock	02/05/2007		S		234,100	D	$1.4244	513,100	I	By Shoshone Partners, L.P.⁽¹⁾⁽³⁾
Common Stock								600	I	By Wife
Common Stock	02/05/2007		S		664,000	D	$1.4244	1,090,270	I	By Knott Partners Offshore Master Fund, L.P.⁽¹⁾⁽³⁾
Common Stock	02/05/2007		S		76,600	D	$1.4244	140,000	I	By Managed Accounts⁽²⁾⁽³⁾
Common Stock								3,920	D

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	$5.39							09/13/2006	09/13/2011	Common Stock	75,120		75,120	I	By Knott Partners, L.P.⁽¹⁾⁽³⁾
Warrant to purchase Common Stock	$5.39							09/13/2006	09/13/2011	Common Stock	80,750		80,750	I	By Shoshone Partners, L.P.⁽¹⁾⁽³⁾
Warrant to purchase Common Stock	$5.39							09/13/2006	09/13/2011	Common Stock	202,212		202,212	I	By Knott Partners Offshore Master Fund, L.P.⁽¹⁾⁽³⁾
Warrant to purchase Common Stock	$5.39							09/13/2006	09/13/2011	Common Stock	13,175		13,175	I	By Managed Accounts⁽²⁾⁽³⁾
Series C Preferred Stock	⁽⁸⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	339,428⁽⁹⁾⁽¹⁰⁾		339,428⁽⁹⁾⁽¹⁰⁾	I	By Knott Partners, L.P.⁽¹⁾⁽³⁾
Series C Preferred Stock	⁽⁸⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	32,000⁽⁹⁾⁽¹¹⁾		32,000⁽⁹⁾⁽¹¹⁾	D
Series E Preferred Stock	$2							⁽⁴⁾	⁽⁵⁾	Common Stock	63,000		63,000	I	By Managed Accounts⁽²⁾⁽³⁾
Series E Preferred Stock	$2							⁽⁴⁾	⁽⁵⁾	Common Stock	399,000		399,000	I	By Knott Partners, L.P.⁽¹⁾⁽³⁾
Series E Preferred Stock	$2							⁽⁴⁾	⁽⁵⁾	Common Stock	479,000		479,000	I	By Knott Partners Offshore Master Fund L.P.⁽¹⁾⁽³⁾
Series E Preferred Stock	$2							⁽⁴⁾	⁽⁵⁾	Common Stock	259,000		259,000	I	By Shoshone Partners, L.P.⁽¹⁾⁽³⁾
Convertible Subordinated Notes due 2011	$5.25							⁽⁶⁾	12/31/2011	Common Stock	25,905		$136,000	I	By Knott Partners, L.P.⁽¹⁾⁽³⁾
Convertible Subordinated Notes due 2011	$5.25							⁽⁶⁾	12/31/2011	Common Stock	119,619		$628,000	I	By Shoshone Partners, L.P.⁽¹⁾⁽³⁾
Convertible Subordinated Notes due 2011	$5.25							⁽⁶⁾	12/31/2011	Common Stock	750,476		$3,940,000	I	by Knott Partners Offshore Master Fund, L.P.⁽¹⁾⁽³⁾
Convertible Subordinated Notes due 2011	$5.25							⁽⁶⁾	12/31/2011	Common Stock	15,810		$83,000	I	By Mulsanne Partners, L.P.⁽¹⁾⁽³⁾
Convertible Subordinated Notes due 2011	$5.25							⁽⁶⁾	12/31/2011	Common Stock	40,571		$213,000	I	By Managed Accounts⁽²⁾⁽³⁾
Warrants to Purchase Common Stock	$5.5							⁽⁷⁾	12/21/2011	Common Stock	7,771		7,771	I	By Knott Partners, L.P.⁽¹⁾⁽³⁾
Warrants to Purchase Common Stock	$5.5							⁽⁷⁾	12/21/2011	Common Stock	35,886		35,886	I	By Shoshone Partners, L.P.⁽¹⁾⁽³⁾
Warrants to Purchase Common Stock	$5.5							⁽⁷⁾	12/21/2011	Common Stock	225,143		225,143	I	by Knott Partners Offshore Master Fund, L.P.⁽¹⁾⁽³⁾
Warrants to Purchase Common Stock	$5.5							⁽⁷⁾	12/21/2011	Common Stock	4,743		4,743	I	By Mulsanne Partners, L.P.⁽¹⁾⁽³⁾
Warrants to Purchase Common Stock	$5.5							⁽⁷⁾	12/21/2011	Common Stock	12,172		12,172	I	By Managed Accounts⁽²⁾⁽³⁾

Explanation of Responses:

1. The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P., Mulsanne Partners, L.P. and Knott Partners Offshore Master Fund LP., and (ii) the managing general partner of Knott Partners, L.P.

2. This entry represents securities of the issuer held by institutional managed accounts for which Dorset Management Corporation provides investment management services (the "Managed Accounts").

3. As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in securities in this entry as a result of a performance related fee. Except with respect to Knott Partners, L.P. and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., Knott Partners Offshore Master Fund, L.P. and the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party.

4. These shares are currently convertible.

5. These shares do not expire.

6. The derivative securities reported in this entry are exercisable at any time but only to the extent that after giving effect to such exercise the holder thereof, together with such holder's affiliates, would not beneficially own in excess of 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise.

7. The derivative securities reported in this entry are exercisable at any time from and after June 20, 2007 but only to the extent that after giving effect to such exercise the holder thereof, together with such holder's affiliates, would not beneficially own in excess of 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise.

8. The conversion price of the derivative securities reported in this entry (the "Conversion Price") is equal to the lesser of (i) $3.50 and (ii) 100% of the average of the closing prices of the issuer's Common Stock as reported on the American Stock Exchange for the three trading days immediately preceding the conversion date. As of the date of the transactions reported in this Form 4 the Conversion Price is $ 3.50.

9. The number reported in this entry is based upon a Conversion Price of $3.50.

10. The number of shares of Common Stock into which the derivative securities reported in this entry are convertible is equal to (i) the number of shares of Series C Preferred Stock beneficially held (1,188), multiplied by (ii) $1,000 and divided by (iii) the Conversion Price; provided, however, that in no event may a holder of Series C Preferred Stock convert Series C Preferred Stock to the extent that the issuance of shares of Common Stock upon such conversion, when combined with shares of Common Stock issued upon conversion of other Series C Preferred Stock by all holders thereof and upon exercise of the Warrants (this term is not defined in the Certificate of Designations of the Series C Preferred Stock, but presumably refers to the Warrants issued to purchasers of the Series C Preferred Stock in connection with the original issuance of the Series C Preferred Stock) by all holders thereof, would exceed 5,734,068 shares of Common Stock.

11. The number of shares of Common Stock into which the derivative securities reported in this entry are convertible is equal to (i) the number of shares of Series C Preferred Stock beneficially held (112), multiplied by (ii) $1,000 and divided by (iii) the Conversion Price, provided, however, that in no event may a holder of Series C Preferred Stock convert Series C Preferred Stock to the extent that the issuance of shares of Common Stock upon such conversion, when combined with shares of Common Stock issued upon conversion of other Series C Preferred Stock by all holders thereof and upon exercise of the Warrants (this term is not defined in the Certificate of Designations of the Series C Preferred Stock, but presumably refers to the Warrants issued to purchasers of the Series C Preferred Stock in connection with the original issuance of the Series C Preferred Stock) by all holders thereof, would exceed 5,734,068 shares of Common Stock.

	/s/ David M. Knott	02/06/2007
	** Signature of Reporting Person	Date
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