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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CAMBRIDGE HEART INC [ CAMH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/27/2005 | P | 18,000 | A | $0.75 | 1,782,672 | I | See Notes(1)(2) | ||
Common Stock | 316,500 | I | See Notes(1)(3) | |||||||
Common Stock | 466,128 | I | See Notes(1)(4) | |||||||
Common Stock | 63,180 | I | See Notes(1)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each of the Reporting Persons and the joint filers (individually, each a "Reporting Person" and collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. The Reporting Persons may be deemed to be a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and are reporting beneficial ownership of the securities held by each of the other Reporting Persons as if beneficially owned by each Reporting Person. The information contained in Table I and Table II of this Form 4 replaces, in its entirety, the Form 4 filed 12/17/2004. |
2. These securities are held by AFB Fund, LLC ("AFB"), a New Jersey limited liability company of which Louis Blumberg is the manager and Laurence J. Blumberg is a member. By virtue of Louis Blumberg's position as the manager of AFB, he may be deemed to beneficially own the securities held by AFB. By virtue of Laurence J. Blumberg's position as a member of AFB, he may be deemed to beneficially own the securities held by AFB. |
3. These securities are held by Laurence J. Blumberg. |
4. These securities are held by Blumberg Life Sciences Fund, L.P. ("BLSF"). Blumberg Capital Advisors, L.L.C. ("BCA"), the general partner of BLSF, may be deemed to beneficially own these securities by virtue of its position as general partner of BLSF. Blumberg Capital Management, L.L.C. ("BCM") has been delegated investment advisory responsibilities by BCA. BCM may be deemed to beneficially own the securities held by BLSF by virtue of BCM's position as investment manager of BLSF. Laurence J. Blumberg is the managing member of BCM and BCA. By virtue of his position as the managing member of BCM and BCA, Laurence J. Blumberg may be deemed to beneficially own the securities held by BLSF. |
5. These securities are held by Blumberg Life Sciences Fund, Ltd. ("BLS"). BCM is the investment manager of BLS and may be deemed to beneficially own the securities held by BLS by virtue of its position as investment manager of BLS. By virtue of his position as the managing member of BCM, Laurence J. Blumberg may be deemed to beneficially own the securities held by BLS. |
Remarks: |
*** Each of the Reporting Persons disclaims beneficial ownership in the securities reported herein except to the extent of his or its pecuniary interest therein. |
AFB Fund, LLC*** by /s/ Louis Blumberg, Manager | 01/03/2006 | |
/s/ Laurence J. Blumberg*** | 01/03/2006 | |
/s/ Louis Blumberg*** | 01/03/2006 | |
Blumberg Capital Management, LLC*** by /s/ Laurence J. Blumberg, Principal | 01/03/2006 | |
Blumberg Life Sciences Fund, L.P.*** by Blumberg Capital Advisors,LLC, Gen Ptner, by Laurence J. Blumberg, Principal | 01/03/2006 | |
Blumberg Life Sciences Fund, Ltd.*** by /s/ Laurence J. Blumberg, Director | 01/03/2006 | |
Blumberg Capital Advisors, LLC*** by /s/ Laurence J. Blumberg | 01/03/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |