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*
BELZBERG SAMUEL

(Last) (First) (Middle)
C/O GIBRALT CAPITAL CORP
1177 W HASTINGS ST STE 2000

(Street)
VANCOUVER A1 V6E 2K3

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DIOMED HOLDINGS INC [ DIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2003
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 12/31/2002 12/31/2002 C V 50,000 A (7) 50,000 I By Gibralt Capital Corp.
Common Stock 01/17/2003 01/17/2003 P 956,500 A $2 1,006,500 I By Gibralt US, Inc.
Common Stock 01/31/2003 01/31/2003 C V 50,000 A (7) 1,056,500 I By Gibralt Capital Corp.
Common Stock 02/28/2003 02/28/2003 C V 50,000 A (7) 1,106,500 I By Gibralt Capital Corp.
Common Stock 03/31/2003 03/31/2003 C V 849,999 A (7) 1,956,499 I By Gibralt Capital Corp.
Common Stock 11/25/2003 11/25/2003 C V 19,100,000 A $0.08 21,056,499 I By Gibralt Capital Corp.
Common Stock 11/25/2003 11/25/2003 C V 20,337,930 A (7) 41,394,429 I By Gibralt US, Inc.
Common Stock 11/25/2003 11/25/2003 C V 2,769,756 A (7) 44,164,185 I By Gibralt US, Inc.
Common Stock 11/25/2003 11/25/2003 C V 11,436,778 A (7) 55,600,963 I By Gibralt US, Inc.
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
Class A Convertible Preferred Stock $0 12/31/2002 12/31/2002 C V 50,000 12/31/2002 (7) Common Stock 50,000 (7) 9,353,332(8) I By Gibralt Capital Corp.
Class A Convertible Preferred Stock $0(7) 01/31/2003 01/31/2003 C V 50,000 (7) (7) Common Stock 50,000 (7) 9,303,332(8) I By Gibralt Capital Corp.
Class A Convertible Preferred Stock $0(7) 02/28/2003 02/28/2003 C V 50,000 (7) (7) Common Stock 50,000 (7) 9,253,332(8) I By Gibralt Capital Corp.
Class A Convertible Preferred Stock $0(7) 08/31/2003 P 999,999 (7) (7) Common Stock 999,999 $1 999,999(9) I By Gibralt Capital Corp.
Stock Options $1.25 05/14/2001 A 50,000 03/31/2002 05/13/2011 Common Stock 50,000 (7) 1,049,000(9) D
Warrants $0.26 12/27/2002 P 833,333 06/27/2003 06/27/2008 Common Stock 8,333,333 (1) 9,383,332(6)(9) I By Gibralt US, Inc.(1)
Class A Secured Notes due 1/1/2004 (1) 12/27/2002 P 0(1) (1) 01/01/2004 Common Stock (1) (1) 9,383,332(8) I(1) By Gibralt US, Inc.
Class B Unsecured Notes due 1/1/04 (1) 12/27/2002 P 0(1) (1) 01/01/2004 Common Stock (1) (1) 9,383,332(8) I(1) By Gibralt US, Inc.
Warrants $0.26 03/18/2003(2) D V 2,083,334(2) 06/27/2003 06/27/2008 Common Stock 6,249,999 (2) 7,149,998(8) I(2) By Gibralt US, Inc.
Class A Secured Notes due 1/1/04 (2) 03/18/2003(2) D V 0(2) (2) 01/01/2004 Common Stock (2) (2) 7,149,998(8) I(2) By Gibralt US, Inc.
Class B Unsecured Notes due 1/1/04 (2) 03/18/2003(2) D V 0(2) (2) 01/01/2004 Common Stock (2) (2) 7,149,998(8) I(2) By Gibralt US, Inc.
Warrants $0.26 05/07/2003(3) D V 6,249,999(3) 06/27/2003 06/27/2008 Common Stock 6,249,999 (3) 25,157,686(9) I(3) By Gibralt US, Inc.
Class A Secured Notes due 1/1/2004(3) (3) 05/07/2003(3) D(3) V 0(3) (3) 01/01/2004 Common Stock (3) (3) 23,157,686(9) I(3) By Gibralt US, Inc.
Class B Unsecured Notes due 1/1/2004 (3) 05/07/2003(3) D V 0(3) (3) 01/01/2004 Common Stock (3) (3) 23,157,686(9) I(3) By Gibralt US, Inc.
Class C Convertible Preferred Stock(4) (3)(7) 05/07/2003(3) A 0(3) (3) (7) Common Stock 20,337,930 (3) 23,157,686(9) I(3) By Gibralt US, Inc.(3)
Class D Convertible Preferred Stock(5) (3)(7) 05/07/2003 A 0 (3) 09/03/2004 Common Stock 2,769,756 (3) 23,157,686(9) I(3) By Gibralt US, Inc.(3)
Secured Bridge Notes due 2004(6) $0.08 09/03/2003 A 0(6) (6) 09/03/2004 Common Stock 18,750,000 (6) 18,750,000(9)(10) I By Gibralt US, Inc.(6)
Secured Bridge Notes due 2004(6) $0.08 11/25/2003 C 0(6) (6) 09/03/2004 Common Stock 19,100,000 (6) 18,750,000(9)(11) I By Gibralt US, Inc.(6)
Class E Convertible Preferred Stock(4) (3)(7) 11/25/2003(3) C 0(3) (3) (7) Common Stock 20,337,930 (3) 23,157,686(9) I By Gibralt US, Inc.(3)
Class F Convertible Preferred Stock(5) (3)(7) 11/25/2003(3) C 0(3) (3) (7) Common Stock 2,769,756 (3) 23,157,686(9) I By Gibralt US, Inc.(3)
Explanation of Responses:
1. See Issuer's Current Report on Form 8-K filed 12/30/02.
2. In a private transaction, Gibralt US, Inc. transferred to certain third parties part of the securities purchased by Gibralt US, Inc. on 12/27/02.
3. See Issuer's Current Report on Form 8-K filed 9/10/03 and Reporting Person's Schedule 13D/A filed with the SEC in connection with this transaction.
4. Exchanged on 8/22/03 for shares of Class E Preferred Stock, subject to repurchase by the Company for a total of 20,337,930 shares of Common Stock, repurchased by Company 11/25/03.
5. Exchanged on 8/22/03 for shares of Class F Preferred Stock, subject to repurchase by the Company for a total of 2,769,756 shares of Common Stock, repurchased by Company 11/25/03.
6. On 9/3/03, Gibralt US, Inc. purchased $1,500,000 in Secured Bridge Notes, convertible at $0.08 per share, and the Company redeemed $1,500,000 in notes originally issued to Gibralt US, Inc. on 12/27/02. See the Issuer's Current Report on Form 8-K filed 9/10/03 and Reporting Person's Schedule 13D/A to be filed with the SEC in connection with this transaction.
7. Not applicable.
8. Derivative Securities representing in excess of * shares of Common Stock
9. Derivative Securities representing * shares of Common Stock
10. (plus undetermined number of shares issuable in lieu of cash as accrued interest)
11. (plus 350,000 shares in lieu of cash as accrued interest)
/s/ Samuel Belzberg 11/28/2003
** 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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