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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
ODONNELL FRANCIS E JR

(Last) (First) (Middle)
865 LONGBOAT CLUB ROAD

(Street)
LONGBOAT KEY FL 34228

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BIOVEST INTERNATIONAL INC [ BVTI.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHAIRMAN & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2010
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)
Code V Amount (A) or (D) Price
Common Stock(1) 11/23/2010 J(2) 18,306 A $0.00 18,306 D(3)
Common Stock(1) 11/23/2010 J(4) 2,991 A $0.00 2,991 I By: Hopkins Capital Group, LLC(5)
Common Stock(1) 11/23/2010 J(6) 18,305 A $0.00 18,305 I(3) By: Hopkins Capital Group II, LLC(7)
Common Stock(1) 11/23/2010 J(8) 66,646 A $0.00 66,646 I(3) By: Kathleen M. O'Donnell, Trustee, Irrevocable Trust #1 FBO Francis E. O'Donnell, Jr.(9)
Common Stock(1) 11/23/2010 J(10) 18,305 A $0.00 84,951 I(3) By: Kathleen M. O'Donnell, Trustee, Irrevocable Trust #1 FBO Francis E. O'Donnell, Jr.(9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Secured Convertible Promissory Note $0.75 11/23/2010 J(11) $2,309,223.44 11/23/2010 11/23/2012 Secured Convertible Promissory Note $2,309,223.44 $0.00 $2,309,223.44 I By: Corp Real, LLC(12)
Secured Convertible Debenture $0.32 11/23/2010 J(8) $100,000 09/26/2008 03/31/2010 Secured Convertible Debenture $100,000 $0.00 $100,000 I By: Kathleen M. O'Donnell, Trustee, Irrevocable Trust #1 FBO Francis E. O'Donnell, Jr.(9)
Explanation of Responses:
1. Represents shares of common stock of Issuer issued pursuant to the Issuer's First Amended Joint Plan of Reorganization, as modified and effect as of November 17, 2010.
2. The reporting person elected to convert his bankruptcy claim (Class 8), into the Issuer's common stock at a conversion rate equal to $1.66 per share, in accordance with the Issuer's First Amended Joint Plan of Reorganization, as modified, which was previously filed as an exhibit to Form 8-K filed on November 2, 2010.
3. The reporting person agreed to a Lock-Up Agreement which imposes a 90-day "stop transfer" instruction on this reporting person's ownership on all of the Issuer's common stock owned by the reporting person. The 90-day period began on November 17, 2010 and will end on February 15, 2011.
4. Hopkins Capital Group, LLC elected to convert its bankruptcy claim (Class 8), into the Issuer's common stock at a conversion rate equal to $1.66 per share, in accordance with the Issuer's First Amended Joint Plan of Reorganization, as modified, which was previously filed as an exhibit to Form 8-K filed on November 2, 2010.
5. The reporting person is the manager of The Hopkins Capital Group, LLC and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
6. Hopkins Capital Group II, LLC elected to convert its bankruptcy claim (Class 8), into the Issuer's common stock at a conversion rate equal to $1.66 per share, in accordance with the Issuer's First Amended Joint Plan of Reorganization, as modified, which was previously filed as an exhibit to Form 8-K filed on November 2, 2010.
7. The reporting person is the manager of The Hopkins Capital Group II, LLC and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
8. The Kathleen M. O'Donnell, Trustee, Irrevocable Trust #1 FBO Francis E. O'Donnell, Jr. elected to convert its bankruptcy claim (Class 4), which was its entire outstanding principal balance plus accrued interest as a holder of the Issuer's 2008 secured debentures, into the Issuer's common stock at a conversion rate equal to $1.66 per share, in accordance with the Issuer's First Amended Joint Plan of Reorganization, as modified, which was previously filed as an exhibit to Form 8-K filed on November 2, 2010.
9. The reporting person is a beneficiary of the Trust and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
10. The Kathleen M. O'Donnell, Trustee, Irrevocable Trust #1 FBO Francis E. O'Donnell, Jr. elected to convert its bankruptcy claim (Class 8), into the Issuer's common stock at a conversion rate equal to $1.66 per share, in accordance with the Issuer's First Amended Joint Plan of Reorganization, as modified, which was previously filed as an exhibit to Form 8-K filed on November 2, 2010
11. The Issuer executed and delivered in favor of Corps Real, LLC, ("Corp Real") a secured convertible promissory note (the "DIP Lender Plan Note") in an original principal amount equal to $2,309,223.44. The DIP Lender Plan Note amends and restates the $3,000,000.00 secured promissory note dated December 22, 2008, previously executed by the Issuer in favor of Corp Real.
12. The Francis E. O'Donnell, Jr. Descendants' Trust is a member in Corp Real, LLC and the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Francis E. O'Donnell, Jr. 11/26/2010
** 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.