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^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

535 MADISON AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vyteris Holdings (Nevada), Inc. [ VYHN ]

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)
07/26/2005

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)

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)
Warrants	$3.58	07/26/2005		J⁽¹⁾		21,653		07/26/2005	07/26/2010	Common Stock	21,653	⁽¹⁾	21,653	I	See Note⁽²⁾
Warrants	$3.58	07/26/2005		J⁽¹⁾		6,496		07/26/2005	07/26/2010	Common Stock	6,496	⁽¹⁾	6,496	I	See Notes⁽³⁾⁽⁴⁾
Warrants	$3.58	07/26/2005		J⁽¹⁾		3,248		07/26/2005	07/26/2010	Common Stock	3,248	⁽¹⁾	3,248	I	See Notes⁽⁴⁾⁽⁵⁾
Warrants	$3.58	07/26/2005		J⁽¹⁾		4,331		07/26/2005	07/26/2010	Common Stock	4,331	⁽¹⁾	4,331	I	See Notes⁽⁴⁾⁽⁶⁾
Warrants	$3.58	07/26/2005		J⁽¹⁾		7,579		07/26/2005	07/26/2010	Common Stock	7,579	⁽¹⁾	7,579	I	See Notes⁽⁴⁾⁽⁷⁾
Warrants	$3.58⁽⁸⁾	07/26/2005		J⁽⁸⁾		3,125⁽⁸⁾		05/27/2005	05/27/2010	Common Stock	3,125	⁽⁸⁾	3,125	I	See Note⁽²⁾
Warrants	$3.58⁽⁸⁾	07/26/2005		J⁽⁸⁾		938⁽⁸⁾		05/27/2005	05/27/2010	Common Stock	938	⁽⁸⁾	938	I	See Notes⁽³⁾⁽⁴⁾
Warrants	$3.58⁽⁸⁾	07/26/2005		J⁽⁸⁾		469⁽⁸⁾		05/27/2005	05/27/2010	Common Stock	469	⁽⁸⁾	469	I	See Notes⁽⁴⁾⁽⁵⁾
Warrants	$3.58⁽⁸⁾	07/26/2005		J⁽⁸⁾		625⁽⁸⁾		05/27/2005	05/27/2010	Common Stock	625	⁽⁸⁾	625	I	See Notes⁽⁴⁾⁽⁶⁾
Warrants	$3.58⁽⁸⁾	07/26/2005		J⁽⁸⁾		1,094⁽⁸⁾		05/27/2005	05/27/2010	Common Stock	1,094	⁽⁸⁾	1,094	I	See Notes⁽⁴⁾⁽⁷⁾
Warrants	$3.58⁽⁸⁾	07/26/2005		J⁽⁸⁾		3,155⁽⁸⁾		06/26/2005	06/26/2010	Common Stock	3,155	⁽⁸⁾	3,155	I	See Note⁽²⁾
Warrants	$3.58⁽⁸⁾	07/26/2005		J⁽⁸⁾		946⁽⁸⁾		06/26/2005	06/26/2010	Common Stock	946	⁽⁸⁾	946	I	See Notes⁽³⁾⁽⁴⁾
Warrants	$3.58⁽⁸⁾	07/26/2005		J⁽⁸⁾		473⁽⁸⁾		06/26/2005	06/26/2010	Common Stock	473	⁽⁸⁾	473	I	See Notes⁽⁴⁾⁽⁵⁾
Warrants	$3.58⁽⁸⁾	07/26/2005		J⁽⁸⁾		631⁽⁸⁾		06/26/2005	06/26/2010	Common Stock	631	⁽⁸⁾	631	I	See Notes⁽⁴⁾⁽⁶⁾
Warrants	$3.58⁽⁸⁾	07/26/2005		J⁽⁸⁾		1,104⁽⁸⁾		06/26/2005	06/26/2010	Common Stock	1,104	⁽⁸⁾	1,104	I	See Notes⁽⁴⁾⁽⁷⁾

Explanation of Responses:

1. The warrants were acquired pursuant to the terms of a working capital credit facility (the "Credit Facility") in partial consideration for the extension of credit on May 27, 2005 to the Issuer under the Credit Facility. While the Reporting Person is reporting this transaction for purposes of Section 16(a) of Securities Exchange Act of 1934 (the "Act"), the Reporting Person believes that this transaction is not subject to Section 16(b) of the Act.

2. Held by Spencer Trask Specialty Group, LLC, a Delaware limited liability company, of which the Reporting Person is the non-member manager and indirectly the principal owner.

3. Held by Spencer Trask Private Equity Fund I LP ("Fund I"), a Delaware limited partnership. Spencer Trask & Co. ("ST&Co."), a Delaware corporation of which the Reporting Person is the sole stockholder and chairman of the Board of Directors, is the sole member of the general partner of Fund I.

4. The Reporting Person disclaims any pecuniary interest in these securities.

5. Held by Spencer Trask Private Equity Fund II LP ("Fund II"), a Delaware limited partnership. ST&Co. is the sole member of the general partner of Fund II.

6. Held by Spencer Trask Private Equity Accredited Fund III LLC ("Fund III"), a New York limited liability company. ST&Co. is the sole member of the manager of Fund III.

7. Held by Spencer Trask Illumination Fund LLC ("Illumination"), a New York limited liability company. ST&Co. is the sole stockholder of the manager of Illumination.

8. The acquisition of these warrants was previously reported in connection with the extension of credit to the Issuer under the Credit Facility. Under the terms of the Credit Facility, the exercise price of the warrants was automatically adjusted from $4.00 per share to $3.58 per share. While the Reporting Person is reporting this transaction, he does not concede that such reporting is required by Section 16(a) of the Act; moreover, the Reporting Person believes that this transaction is not subject to Section 16(b) of the Act.

	/s/ Kevin B. Kimberlin	07/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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