Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NFBbr87NnB/67JtYhYibAOLJkWWgbLNfUyuwpLjvlAbS35hXgItUsoOwFpGQ64UV bHlbkiEcSTr/0LFlMXukpg== 0001193125-06-030742.txt : 20060214 0001193125-06-030742.hdr.sgml : 20060214 20060214124518 ACCESSION NUMBER: 0001193125-06-030742 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: DAVID WACHTER GROUP MEMBERS: ROBERT MIGLIORINO GROUP MEMBERS: STEPHEN WERTHEIMER GROUP MEMBERS: WCP I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEMOSENSE INC CENTRAL INDEX KEY: 0001127393 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81134 FILM NUMBER: 06610573 BUSINESS ADDRESS: STREET 1: 651 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-719-1393 MAIL ADDRESS: STREET 1: 651 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: W Capital Partners Ironworks, LP CENTRAL INDEX KEY: 0001325231 IRS NUMBER: 450504075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE EAST 52ND STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-561-5240 MAIL ADDRESS: STREET 1: ONE EAST 52ND STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Hemosense, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

423691104

(CUSIP Number)

12/31/05

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.

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CUSIP No. 423691104


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). W Capital Partners Ironworks, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b)
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of

Beneficially by

Owned by

Each

Reporting

Person

With:

5. Sole Voting Power

827,061 -a)

6. Shared Voting Power

7. Sole Dispositive Power

827,061 -a)

8. Shared Dispositive Power


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 827,061 -a)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A
11.		Percent of Class Represented by Amount in Row (9) 7.4%
12.		Type of Reporting Person (See Instructions) PN

(a-

Includes 820,161 shares of common stock of HemoSense, Inc. held by W Capital Partners Ironworks, L.P. and 6,900 shares issuable upon the exercise of a warrant to purchase common stock of HemoSense, Inc. WCP I, L.L.C. is the general partner of W Capital Partners Ironworks, L.P. David S. Wachter, Stephen Wertheimer and Robert J. Migliorino, as managing members of WCP I, L.L.C., share voting and dispositive power with respect to shares held by W Capital Partners Ironworks, L.P.)

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CUSIP No. 423691104


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). WCP I, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b)
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of

Beneficially by

Owned by

Each

Reporting

Person

With:

5. Sole Voting Power

827,061 -a)

6. Shared Voting Power

7. Sole Dispositive Power

827,061 -a)

8. Shared Dispositive Power


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 827,061 -a)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A
11.		Percent of Class Represented by Amount in Row (9) 7.4%
12.		Type of Reporting Person (See Instructions) OO

(a-

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CUSIP No. 423691104


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Stephen Wertheimer
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b)
3.		SEC Use Only
4.		Citizenship or Place of Organization United States of America

Number of

Beneficially by

Owned by

Each

Reporting

Person

With:

5. Sole Voting Power

6. Shared Voting Power

827,061 -a)

7. Sole Dispositive Power

8. Shared Dispositive Power

827,061 - -a)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 827,061 -a)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A
11.		Percent of Class Represented by Amount in Row (9) 7.4%
12.		Type of Reporting Person (See Instructions) IN

(a-

American LegalNet, Inc.

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CUSIP No. 423691104


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Robert Migliorino
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b)
3.		SEC Use Only
4.		Citizenship or Place of Organization United States of America

Number of

Beneficially by

Owned by

Each

Reporting

Person

With:

5. Sole Voting Power

6. Shared Voting Power

827,061 -a)

7. Sole Dispositive Power

8. Shared Dispositive Power

827,061 - -a)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 827,061 -a)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A
11.		Percent of Class Represented by Amount in Row (9) 7.4%
12.		Type of Reporting Person (See Instructions) IN

(a-

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CUSIP No. 423691104


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). David Wachter
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b)
3.		SEC Use Only
4.		Citizenship or Place of Organization United States of America

Number of

Beneficially by

Owned by

Each

Reporting

Person

With:

5. Sole Voting Power

6. Shared Voting Power

827,061 -a)

7. Sole Dispositive Power

8. Shared Dispositive Power

827,061 - -a)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 827,061 -a)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A
11.		Percent of Class Represented by Amount in Row (9) 7.4%
12.		Type of Reporting Person (See Instructions) IN

(a-

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Item 1.

(a)

Name of Issuer

HEMOSENSE, INC

(b)

Address of Issuer’s Principal Executive Offices

651 RIVER OAKS PARKWAY SAN JOSE, CA 95134

Item 2.

(a)

Name of Person Filing

W CAPITAL PARTNERS IRONWORKS LP

(b)

Address of Principal Business Office or, if none, Residence

W CAPITAL PARTNERS 1 E. 52ND ST NY, NY 10022

(c)

Citizenship

DELAWARE

(d)

Title of Class of Securities

COMMON STOCK

(e)

CUSIP Number

423691104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

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Item 4.	Ownership.

	(a)	Amount beneficially owned:

		827,061 -a).

	(b)	Percent of class:

		7.4%.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote

			827,061 -a).

		(ii)	Shared power to vote or to direct the vote

			0 .

		(iii)	Sole power to dispose or to direct the disposition of

			827,061 -a).

		(iv)	Shared power to dispose or to direct the disposition of

			0 .

	(a- Includes 820,161 shares of common stock of HemoSense, Inc. held by W Capital Partners Ironworks, L.P. and 6,900 shares issuable upon the exercise of a warrant to purchase common stock of HemoSense, Inc. WCP I, L.L.C. is the general partner of W Capital Partners Ironworks, L.P. David S. Wachter, Stephen Wertheimer and Robert J. Migliorino, as managing members of WCP I, L.L.C., share voting and dispositive power with respect to shares held by W Capital Partners Ironworks, L.P.)

Item 5.	Ownership of Five Percent or Less of a Class

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certification

	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		2/14/06 Date
W Capital Partners Ironworks, L.P.
By:	WCP I, L.L.C., Its General Partner

By:	/s/ Robert Migliorino
	Robert Migliorino
	Managing Member

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Item 1.

(a)

Name of Issuer

HEMOSENSE, INC

(b)

Address of Issuer’s Principal Executive Offices

651 RIVER OAKS PARKWAY SAN JOSE, CA 95134

Item 2.

(a)

Name of Person Filing

WCP I, LLC

(b)

Address of Principal Business Office or, if none, Residence

W CAPITAL PARTNERS 1 E. 52ND ST NY, NY 10022

(c)

Citizenship

DELAWARE

(d)

Title of Class of Securities

COMMON STOCK

(e)

CUSIP Number

423691104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

American LegalNet, Inc.

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Item 4.	Ownership.

	(a)	Amount beneficially owned:

		827,061 -a).

	(b)	Percent of class:

		7.4%.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote

			827,061 -a).

		(ii)	Shared power to vote or to direct the vote

			0 .

		(iii)	Sole power to dispose or to direct the disposition of

			827,061 -a).

		(iv)	Shared power to dispose or to direct the disposition of

			0 .

	(a- Includes 820,161 shares of common stock of HemoSense, Inc. held by W Capital Partners Ironworks, L.P. and 6,900 shares issuable upon the exercise of a warrant to purchase common stock of HemoSense, Inc. WCP I, L.L.C. is the general partner of W Capital Partners Ironworks, L.P. David S. Wachter, Stephen Wertheimer and Robert J. Migliorino, as managing members of WCP I, L.L.C., share voting and dispositive power with respect to shares held by W Capital Partners Ironworks, L.P.)

Item 5.	Ownership of Five Percent or Less of a Class

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certification

	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


WCP I, LLC		2/14/06 Date

By	/s/ Robert Migliorino
	Robert Migliorino Managing Member

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Item 1.

(a)

Name of Issuer

HEMOSENSE, INC

(b)

Address of Issuer’s Principal Executive Offices

651 RIVER OAKS PARKWAY SAN JOSE, CA 95134

Item 2.

(a)

Name of Person Filing

DAVID WACHTER

(b)

Address of Principal Business Office or, if none, Residence

W CAPITAL PARTNERS 1 E. 52ND ST NY, NY 10022

(c)

Citizenship

(d)

Title of Class of Securities

COMMON STOCK

(e)

CUSIP Number

423691104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

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Item 4.	Ownership.

	(a)	Amount beneficially owned:

		827,061 -a).

	(b)	Percent of class:

		7.4%.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote

			0 .

		(ii)	Shared power to vote or to direct the vote

			827,061 -a).

		(iii)	Sole power to dispose or to direct the disposition of

			0 .

		(iv)	Shared power to dispose or to direct the disposition of

			827,061 -a).

	(a- Includes 820,161 shares of common stock of HemoSense, Inc. held by W Capital Partners Ironworks, L.P. and 6,900 shares issuable upon the exercise of a warrant to purchase common stock of HemoSense, Inc. WCP I, L.L.C. is the general partner of W Capital Partners Ironworks, L.P. David S. Wachter, Stephen Wertheimer and Robert J. Migliorino, as managing members of WCP I, L.L.C., share voting and dispositive power with respect to shares held by W Capital Partners Ironworks, L.P.)

Item 5.	Ownership of Five Percent or Less of a Class

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certification

	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


				2/14/06 Date

				/s/ David Wachter Signature

				DAVID WACHTER MANAGING MEMBER
				Name/Title

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Item 1.

(a)

Name of Issuer

HEMOSENSE, INC

(b)

Address of Issuer’s Principal Executive Offices

651 RIVER OAKS PARKWAY SAN JOSE, CA 95134

Item 2.

(a)

Name of Person Filing

STEPHEN WERTHEIMER

(b)

Address of Principal Business Office or, if none, Residence

W CAPITAL PARTNERS 1 E. 52ND ST NY, NY 10022

(c)

Citizenship

(d)

Title of Class of Securities

COMMON STOCK

(e)

CUSIP Number

423691104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A

Not applicable.

American LegalNet, Inc.

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Item 4.	Ownership.

	(a)	Amount beneficially owned:

		827,061 -a).

	(b)	Percent of class:

		7.4%.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote

			0 .

		(ii)	Shared power to vote or to direct the vote

			827,061 -a).

		(iii)	Sole power to dispose or to direct the disposition of

			0 .

		(iv)	Shared power to dispose or to direct the disposition of

			827,061 -a).

	(a- Includes 820,161 shares of common stock of HemoSense, Inc. held by W Capital Partners Ironworks, L.P. and 6,900 shares issuable upon the exercise of a warrant to purchase common stock of HemoSense, Inc. WCP I, L.L.C. is the general partner of W Capital Partners Ironworks, L.P. David S. Wachter, Stephen Wertheimer and Robert J. Migliorino, as managing members of WCP I, L.L.C., share voting and dispositive power with respect to shares held by W Capital Partners Ironworks, L.P.)

Item 5.	Ownership of Five Percent or Less of a Class

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certification

	Not applicable.

American LegalNet, Inc.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


				2/14/06 Date

				/s/ Stephen Wertheimer Signature

				STEPHEN WERTHEIMER MANAGING MEMBER
				Name/Title

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Item 1.

(a)

Name of Issuer

HEMOSENSE, INC

(b)

Address of Issuer’s Principal Executive Offices

651 RIVER OAKS PARKWAY SAN JOSE, CA 95134

Item 2.

(a)

Name of Person Filing

ROBERT MIGLIORINO

(b)

Address of Principal Business Office or, if none, Residence

W CAPITAL PARTNERS 1 E. 52ND ST NY, NY 10022

(c)

Citizenship

(d)

Title of Class of Securities

COMMON STOCK

(e)

CUSIP Number

423691104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

American LegalNet, Inc.

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Item 4.	Ownership.

	(a)	Amount beneficially owned:

		827,061 -a).

	(b)	Percent of class:

		7.4%.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote

			0 .

		(ii)	Shared power to vote or to direct the vote

			827,061 -a).

		(iii)	Sole power to dispose or to direct the disposition of

			0 .

		(iv)	Shared power to dispose or to direct the disposition of

			827,061 -a).

	(a- Includes 820,161 shares of common stock of HemoSense, Inc. held by W Capital Partners Ironworks, L.P. and 6,900 shares issuable upon the exercise of a warrant to purchase common stock of HemoSense, Inc. WCP I, L.L.C. is the general partner of W Capital Partners Ironworks, L.P. David S. Wachter, Stephen Wertheimer and Robert J. Migliorino, as managing members of WCP I, L.L.C., share voting and dispositive power with respect to shares held by W Capital Partners Ironworks, L.P.)

Item 5.	Ownership of Five Percent or Less of a Class

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certification

	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

2/14/06

Date

/s/ Robert Migliorino

Signature

ROBERT MIGLIORINO MANAGING MEMBER

Name/Title

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Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the person named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendment thereto) relating to the common stock of HemoSense, Inc. and further agree that this Joint Filing Agreement be included as an exhibit to such Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of February 14, 2006.


W Capital Partners Ironworks, L.P. By: WCP I, L.L.C. its General Partner

By:		/s/ Robert Migliorino
		Robert Migliorino, Managing Member


WCP I, LLC

By:		/s/ Robert Migliorino
		Robert Migliorino, Managing Member

/s/ David Wachter

David Wachter, Managing Member

/s/ Stephen Wertheimer

Stephen Wertheimer, Managing Member

/s/ Robert Migliorino

Robert Migliorino, Managing Member

-----END PRIVACY-ENHANCED MESSAGE-----