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)

C/O 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)
06/26/2006

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)
10% Convertible Subordinated Promissory Note due12/01/2008	$2.4	06/26/2006		P		$500,000		⁽¹⁾	⁽¹⁾	Common Stock	208,333	$500,000	$5,000,000⁽²⁾⁽³⁾	I	See Note⁽⁴⁾

Explanation of Responses:

1. Immediately convertible. Expires upon the maturity date of the Note, currently 12/01/2008, unless extended in writing by the holder.

2. Includes: (i) a 10% Convertible Subordinated Promissory Note due 12/01/2008 in the principal amount of $250,000 issued on January 31, 2006; (ii) a 10% Convertible Subordinated Promissory Note due 12/01/2008 in the principal amount of $500,000 issued on February 13, 2006; (iii) a 10% Convertible Subordinated Promissory Note due 12/01/2008 in the principal amount of $500,000 issued on February 16, 2006; (iv) a 10% Convertible Subordinated Promissory Note due 12/01/2008 in the principal amount of $500,000 issued on March 21, 2006; (v) a 10% Convertible Subordinated Promissory Note due 12/01/2008 in the principal amount of $500,000 issued on April 4, 2006; (vi) a 10% Convertible Subordinated Promissory Note due 12/01/2008 in the principal amount of $750,000 issued on April 18, 2006; (vii) a 10% Convertible Subordinated Promissory Note due 12/01/2008 in the principal amount of $500,000 issued on May 5, 2006;

3. (viii) a 10% Convertible Subordinated Promissory Note due 12/01/2008 in the principal amount of $500,000 issued on May 23, 2006; and (ix) a 10% Convertible Subordinated Promissory Note due 12/01/2008 in the principal amount of $500,000 issued on June 8, 2006.

4. 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.

	/s/ Kevin B. Kimberlin	06/28/2006
	** 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).
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