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*
Debregeas Patrice

(Last) (First) (Middle)
79, RUE DE MIROMESNIL

(Street)
PARIS I0 75008

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IVAX DIAGNOSTICS INC [ IVD ]
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)
09/01/2010
4. 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 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, $0.01 par value 09/01/2010 S 14,350,000(1)(2) D $0.75 0 D
Common Stock, $0.01 par value 09/01/2010 S 26,313(1)(3)(6) D $0.75 0 D
Common Stock, $0.01 par value 09/01/2010 S 2,850,000(1)(4) D $0.75 0 D
Common Stock, $0.01 par value 09/01/2010 S 2,800,000(1)(5)(6) D $0.75 0 D
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
1. Name and Address of Reporting Person*
Debregeas Patrice

(Last) (First) (Middle)
79, RUE DE MIROMESNIL

(Street)
PARIS I0 75008

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Debregeas & Associes Pharma SAS

(Last) (First) (Middle)
79 RUE DE MIROMESNIL

(Street)
PARIS I0 75008

(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*
Kennedy Paul F.

(Last) (First) (Middle)
81 BD SUCHET

(Street)
PARIS I0 75016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Umbria LLC

(Last) (First) (Middle)
C/O FIDUCIAIRE JEAN-MARC FABER
63-65 , RUE DE MERL

(Street)
LUXEMBOURG N4 L - 2146

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On September 1, 2010, a group comprised of Debregeas & Associes Pharma SAS, Patrice R. Debregeas, Umbria LLC and Paul F. Kennedy sold to ERBA Diagnostics Mannheim GmbH (the "Purchaser"), in a privately negotiated transaction, an aggregate of 20,026,313 shares of the issuer's common stock at a purchase price of $0.75 per share (the "Transaction").
2. Represents shares of the issuer's common stock sold in the Transaction which were directly owned solely by Debregeas & Associes Pharma SAS and indirectly owned by Patrice R. Debregeas, who may be deemed to control Debregeas & Associes Pharma SAS.
3. Represents shares of the issuer's common stock sold in the Transaction which were directly owned solely by Patrice R. Debregeas.
4. Represents shares of the issuer's common stock sold in the Transaction which were directly owned solely by Umbria LLC and indirectly owned by Paul F. Kennedy, the sole equity owner of Umbria LLC.
5. Represents shares of the issuer's common stock sold in the Transaction which were directly owned solely by Paul F. Kennedy.
6. In connection with the consummation of the Transaction, Patrice R. Debregeas and Paul F. Kennedy resigned as directors of the issuer, effective immediately.
/s/ Patrice Debregeas 09/01/2010
/s/ Patrice Debregeas, President of Debregeas & Associes Pharma SAS 09/01/2010
/s/ Paul F. Kennedy 09/01/2010
/s/ Jean Marc Faber, Sole Director of Umbria LLC 09/01/2010
** 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).
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