-----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, NzbS0HbGTB4mSBXspNObFV8YMpf1aw3p9DaOyZFJUaiudNIxUl9eazcm3V7pV8i7 nQWRvTkyZgEUkP9vYUAqPA== 0001144204-10-007774.txt : 20100216 0001144204-10-007774.hdr.sgml : 20100215 20100216094255 ACCESSION NUMBER: 0001144204-10-007774 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: BLACK RIVER LONG/SHORT FUND LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPHERE MEDICAL INC CENTRAL INDEX KEY: 0000919015 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 043216867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48675 FILM NUMBER: 10602774 BUSINESS ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 BUSINESS PHONE: 7816817900 MAIL ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 FORMER COMPANY: FORMER CONFORMED NAME: BIOSEPRA INC DATE OF NAME CHANGE: 19940215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Black River Asset Management LLC CENTRAL INDEX KEY: 0001303241 IRS NUMBER: 412066451 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 12700 WHITEWATER DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 952-984-3557 MAIL ADDRESS: STREET 1: 12700 WHITEWATER DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 SC 13G/A 1 v174263_sc13ga.htm
     
     
  
UNITED STATES
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 
  
   
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 4)*
 
     
 
Biosphere Medical, Inc.
 
 
(Name of Issuer)
 Common Stock
 
 
(Title of Class of Securities)
09066V103
 
 
(CUSIP Number)
December 31, 2009
 
 
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

x Rule 13d-1(c)

o 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.
 
SEC 1745 (3-06)
 
 
 

 

CUSIP No. 09066V103 
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
 
Black River Asset Management LLC
Tax ID #41-2066451
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
 
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
 
 
 
 
5
SOLE VOTING POWER
 
745,039
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
 
EACH
REPORTING
PERSON
WITH:
7
SOLE DISPOSITIVE POWER
 
745,039
 
 
 
8
SHARED DISPOSITIVE POWER
 
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
745,039
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
Not applicable.
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
Page 2 of 6

 
CUSIP No. 09066V103 
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
 
Black River Long/Short Fund Ltd.
Tax ID #98-0475958
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
 
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
 
 
5
SOLE VOTING POWER
 
745,039
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
 
EACH
REPORTING
PERSON
WITH:
7
SOLE DISPOSITIVE POWER
 
745,039
 
 
 
8
SHARED DISPOSITIVE POWER
 
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
745,039
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
Not applicable.
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4%
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
Page 3 of 6

 
Item 1.
 
(a)
Name of Issuer
Biosphere Medical, Inc.
 
 
(b)
Address of Issuer's Principal Executive Offices
1050 Hingham Street
Rockland, MA 02370
Item 2.
 
(a)
Name of Person Filing
 
This statement is filed by: (i) Black River Asset Management LLC (“Black River”) with respect to shares of common stock of the Issuer (“Shares”) owned by Black River Long/Short Fund Ltd. (“Long/Short Fund”); and (ii) the Long/Short Fund with respect to Shares owned by it.
 
 
(b) 
Address of Principal Business Office or, if none, Residence
 
Business office of Black River
12700 Whitewater Drive
Minnetonka, MN 55343
 
The address of the principal business office of Long/Short Fund
P.O. Box 309GT
Ugland House South Church Street
George Town, Grand Cayman Cayman Islands
 
 
(c) 
Citizenship
 
Black River is a Delaware limited liability company.
Long/Short Fund is a Cayman Islands exempted company.
 
 
(d) 
Title of Class of Securities
 
Common Stock
 
 
(e) 
CUSIP Number
 
09066V103
 
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:
 
 
(a)
o
Broker or dealer registered under section 15 of the Act.
       
 
(b)
o
Bank as defined in section 3(a)(6) of the Act.
       
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act.
       
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940.
       
 
(e)
x
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
       
 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
       
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
       
 
(j)
o
Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
 
Page 4 of 6

 
Item 4. 
Ownership

The percentages used herein are calculated based upon the Shares issued and outstanding as of November 11, 2009, as reported on the Issuer’s quarterly report on Form 10-Q filed for the quarterly period ending September 30, 2009.

1. Black River Asset Management LLC (“Black River”)
(a) Amount beneficially owned: 745,039
(b) Percent of class: 4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 745,039
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 745,039
(iv) Shared power to dispose or to direct the disposition of: 0

2. Black River Long/Short Fund Ltd. (“Long/Short Fund”)
(a) Amount beneficially owned: 745,039
(b) Percent of class: 4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 745,039
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 745,039
(iv) Shared power to dispose or to direct the disposition of: 0

Black River does not own any Shares or securities convertible into Shares. Pursuant to an investment advisory agreement, Black River has investment and voting power with respect to the securities held by the Long/Short Fund.

Instruction.  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5. 
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x

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

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 5 of 6


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.
 
 
February 16, 2010
 
Date
/s/ Robert S. Goedken
 
Signature
Black River Asset Management LLC
Robert S. Goedken, Chief Legal Officer
 
Name/Title

 
February 16, 2010
 
Date
/s/ Robert S. Goedken
 
Signature
Black River Long/Short Fund Ltd.
By: Black River Asset Management LLC, Its Investment Adviser
Robert S. Goedken, Chief Legal Officer
 
Name/Title
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) (2750972)

 
Page 6 of 6

 

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