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*
GREAT POINT PARTNERS LLC

(Last) (First) (Middle)
165 MASON STREET, 3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
InfuSystem Holdings, Inc [ INFU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2011
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 02/08/2011 S 110,252 D $2.75 1,874,290 I By Biomedical Value Fund, L.P. (1)
Common Stock 02/08/2011 S 115,000 D $2.75 1,955,000 I By Biomedical Offshore Value Fund, Ltd. (2)
Common Stock 02/08/2011 S 24,748 D $2.75 420,710 I By Biomedical Institutional Value Fund, L.P. (3)
Common Stock 02/10/2011 S 1,874,290 D $2.2269 0 I By Biomedical Value Fund, L.P. (1)
Common Stock 02/10/2011 S 1,955,000 D $2.2269 0 I By Biomedical Offshore Value Fund, Ltd. (2)
Common Stock 02/10/2011 S 420,710 D $2.2269 0 I By Biomedical Institutional Value Fund, L.P. (3)
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
Option (right to buy) (4) (5) (6) Warrant 899,999.64 899,999.64 I By Biomedical Value Fund, L.P. (1)
Option (right to buy) (4) (7) (6) Warrant 766,666.36 766,666.36 I By Biomedical Offshore Value Fund, Ltd. (2)
Option (right to buy) (8) $6.25 (9) 04/11/2011 Common Stock 899,999.64 899,999.64 I By Biomedical Value Fund, L.P. (1)
Option (right to buy) (8) $6.25 (9) 04/11/2011 Common Stock 766,666.36 766,666.36 I By Biomedical Offshore Value Fund, L.P. (2)
1. Name and Address of Reporting Person*
GREAT POINT PARTNERS LLC

(Last) (First) (Middle)
165 MASON STREET, 3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JAY JEFFREY R

(Last) (First) (Middle)
C/O GREAT POINT PARTNERS LLC
165 MASON STREET, 3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KROIN DAVID

(Last) (First) (Middle)
C/O GREAT POINT PARTNERS LLC
165 MASON STREET, 3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. Great Point Partners, LLC ("Great Point") is the investment manager of Biomedical Value Fund, L.P. ("BMVF") and by virtue of such status may be deemed to be the beneficial owner of the shares and options held by BMVF. Each of Dr. Jeffrey R. Jay, M.D. (Dr. "Jay"), as senior managing member of Great Point, and Mr. David Kroin ("Mr. Kroin"), as special managing member of Great Point, has voting and investment power with respect to the shares held by BMVF and may be deemed to be the beneficial owner of the shares and options held by BMVF. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the shares and options held by BMVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
2. Great Point is the investment manager of Biomedical Offshore Value Fund, Ltd. ("BOVF") and by virtue of such status may be deemed to be the beneficial owner of the shares and options held by BOVF. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the shares held by BOVF and may be deemed to be the beneficial owner of the shares and options held by BOVF. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the shares and options held by BOVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
3. Great Point is the investment manager of Biomedical Institutional Value Fund, L.P. ("BIVF") and by virtue of such status may be deemed to be the beneficial owner of the shares and options held by BIVF. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the shares held by BIVF and may be deemed to be the beneficial owner of the shares [and options] held by BIVF. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the shares and options held by BIVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
4. $.0000006.
5. On October 15, 2007, BMVF was assigned options to acquire warrants to purchase 899,999.64 shares of Common Stock of the Issuer by Great Point. Great Point acquired such options to acquire such warrants pursuant to an Option Agreement, dated as of October 12, 2007 (the "FTN Option Agreement"), by and between Great Point and FTN Midwest Securities Corp. Pursuant to the FTN Option Agreement, such options to acquire such warrants are exercisable upon the satisfaction of certain conditions, including the trading price for per of Common Stock of the Issuer equaling or exceeding $8.00 for any 20 out of 30 consecutive trading days.
6. Not applicable.
7. On October 15, 2007, BOVF was assigned options to acquire warrants to purchase 766,666.36 shares of Common Stock of the Issuer by Great Point. Great Point acquired such options to acquire warrants pursuant to the FTN Option Agreement. Pursuant to the FTN Option Agreement, such options to acquire such warrants are exercisable upon the satisfaction of certain conditions, including the trading price for per of Common Stock of the Issuer equaling or exceeding $8.00 for any 20 out of 30 consecutive trading days.
8. The exercise price of the warrants is subject to adjustment for dividends with respect to, or subdivisions, combinations, reclassifications of, the Issuer's common stock.
9. Exercisable immediately.
Great Point Partners LLC /s/ Dr. Jeffrey R. Jay, M.D Senior Managing Member 02/10/2011
/s/ Dr. Jeffrey R. Jay, M.D 02/10/2011
/s/ Mr. David Kroin 02/10/2011
** Signature of Reporting Person Date
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