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
MINRAD INTERNATIONAL, INC. [ TACQ ]

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)
12/11/2006

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)
Common Stock	12/11/2006		J⁽¹⁾⁽²⁾		289,500	D	⁽¹⁾⁽²⁾	4,535,500	I	See Note⁽³⁾

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	$1.15	12/11/2006		J⁽¹⁾⁽²⁾			44,785	⁽⁴⁾	03/29/2009	Common Stock	44,785	⁽¹⁾⁽²⁾	1,172,405	I	See Note⁽⁵⁾
Warrants	$1	12/11/2006		J⁽⁶⁾			150,000	⁽⁴⁾	08/10/2008	Common Stock	150,000	⁽⁶⁾	2,350,000	I	See Note⁽⁷⁾
Warrants	$0.75	12/11/2006		J⁽⁶⁾			27,000	⁽⁴⁾	05/31/2010	Common Stock	27,000	⁽⁶⁾	23,000	I	See Note⁽⁷⁾

Explanation of Responses:

1. Spencer Trask Specialty Group, LLC ("STSG"), a Delaware limited liability company, of which the Reporting Person is the non-member manager and indirectly the principal owner, distributed shares of the common stock of the Issuer ("Common Stock") and warrants to purchase shares of Common Stock (collectively, the "Securities") to one of its members, Spencer Trask Investment Partners, LLC ("STIP"), a Delaware limited liability company, of which the Reporting Person is the non-member manager. STIP then distributed the Securities to its members, Spencer Trask & Co. ("ST&Co."), a Delaware corporation, of which the Reporting Person is the sole stockholder and Chairman, and two individual members.

2. The Securities reported here were distributed to such two individual members of STIP, each of whom is not affiliated with the Reporting Person. 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.

3. Of this total, 4,385,500 shares of Common Stock are held by Kevin Kimberlin Partners, L.P. ("KKP"), a Delaware limited partnership, of which the Reporting Person is the general partner, and 150,000 shares of Common Stock are held by ST&Co. Pursuant to a Securities Purchase Agreement, dated as of January 1, 2006, as amended by Amendment No. 1 to Securities Purchase Agreement, dated as of October 25, 2006 (collectively, the "SPA"), STSG sold 4,385,500 shares of Common Stock to KKP and distributed 150,000 shares of Common Stock to one of its members, STIP; STIP then distributed such shares of Common Stock to one of its members, ST&Co. The Reporting Person disclaims ownership of these securities except to the extent of his pecuniary interest therein.

4. Warrants are currently exercisable.

5. Of this total: warrants to purchase 701,629 shares of Common Stock are held by KKP; warrants to purchase 190,628 shares of Common Stock are held by ST&Co.; warrants to purchase 19,278 shares of Common Stock are held by Spencer Trask Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of ST&Co.; and warrants to purchase 260,870 shares of Common Stock are held by Spencer Trask Private Equity Fund I LP ("Fund I"), a Delaware limited partnership. The general partner of Fund I is Trask Partners LLC, a Delaware limited liability company that is wholly-owned by ST&Co. The Reporting Person disclaims ownership of these securities except to the extent of his pecuniary interest therein.

6. KKP sold warrants to purchase shares of Common Stock to STSG pursuant to the SPA; STSG then distributed such warrants to one of its members, STIP; and STIP distributed such warrants to its members, ST&Co. and two individual members. The warrants reported here were distributed to such two individual members of STIP, each of whom is not affiliated with the Reporting Person. While the Reporting Person is reporting this transaction for purposes of Section 16(a) of the Act, the Reporting Person believes that this transaction is not subject to Section 16(b) of the Act.

7. Held by KKP. The Reporting Person disclaims ownership of these securities except to the extent of his pecuniary interest therein.

	/s/ Kevin B. Kimberlin	12/20/2006
	** 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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