SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
MILLENCO, L.L.C.

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT, L.L.C.
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2007
3. Issuer Name and Ticker or Trading Symbol
Converted Organics Inc. [ COINU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock, par value $0.0001 per share ("Common Stock") 224,000(1) D(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A public warrant ("Class A Warrant") 03/15/2007(3) 02/13/2012(3) Common Stock 224,000 $8.25 D(2)
Non-redeemable Class B public warrant ("Class B Warrant") 03/15/2007(4) 02/13/2012(4) Common Stock 224,000 $11 D(2)
1. Name and Address of Reporting Person*
MILLENCO, L.L.C.

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT, L.L.C.
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MILLENNIUM MANAGEMENT, L.L.C.

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
May be deemed as group member.
1. Name and Address of Reporting Person*
ENGLANDER ISRAEL A

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT, L.L.C.
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
May be deemed as group member.
Explanation of Responses:
1. As of the date hereof, Millenco, L.L.C., a Delaware limited liability company ("Millenco"), formerly known as Millenco, L.P., a Delaware limited partnership, beneficially owns 224,000 of the Company's units ("Units"). Each Unit consists of (a) one share of common stock, par value $0.0001 per share ("Common Stock") (b) one Class A public warrant ("Class A Warrant") and (c) one non-redeemable Class B public warrant ("Class B Warrant").
2. Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco.
3. Each Class A Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $8.25. Each Class A Warrant will become exercisable on March 15, 2007 and expire on February 13, 2012 (but if the Class A Warrants are not exercisable at that time because a current registration statement for the underlying shares of Common Stock is not available, then the expiration date will be extended for 30 days following notice from the Issuer that the Class A Warrants are again exercisable).
4. Each Class B Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $11.00. Each Class B Warrant will become exercisable on March 15, 2007 and expire on February 13, 2012 (but if the Class B Warrants are not exercisable at that time because a current registration statement for the underlying shares of Common Stock is not available, then the expiration date will be extended for 30 days following notice from the Issuer that the Class B Warrants are again exercisable).
Remarks:
* MILLENCO, L.L.C., By: Millennium Management, L.L.C., as Manager
Terry Feeney, Chief Operating Officer 02/23/2007
** 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 5 (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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