a50053.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----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, PzJP+k7uQY3fpNtQIYMz8h4yQ05Yfx/pTm4/JNble0/WC5PJJwySIlPIQ4ecqgEM 59Mdu3ZcKB+6Dp/CqWL2eA== 0000930413-07-006973.txt : 20070827 0000930413-07-006973.hdr.sgml : 20070827 20070827165950 ACCESSION NUMBER: 0000930413-07-006973 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070827 DATE AS OF CHANGE: 20070827 GROUP MEMBERS: DR. JEFFREY R. JAY, M.D. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDecision, Inc. CENTRAL INDEX KEY: 0001367705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 232530889 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82311 FILM NUMBER: 071081298 BUSINESS ADDRESS: STREET 1: CHESTERBROOK CORPORATE CENTER STREET 2: 601 LEE ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-540-0202 MAIL ADDRESS: STREET 1: CHESTERBROOK CORPORATE CENTER STREET 2: 601 LEE ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT POINT PARTNERS LLC CENTRAL INDEX KEY: 0001281446 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 2 PICKWICK PLAZA STREET 2: STE 450 CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 c50053_sc13g.htm a50053.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

	Schedule 13G	OMB APPROVAL

	Under the Securities Exchange Act of 1934	OMB Number: 3235-0145
		Expires: February 28, 2009
	(Amendment No. __)*	Estimated average burden
		hours per response 10.4

MEDecision, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

58406P102

(CUSIP Number)

August 16, 2007

(Date of Event which Requires Filing of this Statement)

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

o	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.


CUSIP No. 58406P102	13G	Page 2 of 8 Pages

1.		NAMES OF REPORTING PERSONS

		Great Point Partners, LLC

		I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

		37-1475292

2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

		(a) o

		(b) o


3.		SEC USE ONLY




4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		USA

NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY			0
OWNED BY EACH		6	SHARED VOTING POWER
REPORTING PERSON			818,507
WITH		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			818,507

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	818,507

10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		5.28%

12.		TYPE OF REPORTING PERSON (See Instructions)
		OO


CUSIP No. 58406P102	13G	Page 3 of 8 Pages

1.		NAMES OF REPORTING PERSONS

		Dr. Jeffrey R. Jay, M.D.

		I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

		(a) o

		(b) o

3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		USA

NUMBER OF SHARES		5	.	SOLE VOTING POWER
BENEFICIALLY				0
OWNED BY EACH		6	.	SHARED VOTING POWER
REPORTING PERSON				818,507
WITH
		7	.	SOLE DISPOSITIVE POWER
				0
		8	.	SHARED DISPOSITIVE POWER
				818,507

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	818,507

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.28%

12.	TYPE OF REPORTING PERSON (See Instructions)
	IN


CUSIP No. 58406P102	13G	Page 4 of 8 Pages

Item 1.
	(a)	Name of Issuer

		MEDecision, Inc.

	(b)	Address of Issuer’s Principal Executive Offices

		601 Lee Road, Chesterbrook Corporate Center, Wayne, PA 19087
Item 2.
	(a)	Name of Person Filing

		Great Point Partners, LLC
		Dr. Jeffrey R. Jay, M.D.

	The Reporting Persons have entered into a Joint Filing Agreement, dated August 27, 2007, a copy
	of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons
	have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1)
	under the Act.

	(b)	Address of Principal Business Office, or if none, Residence

		The address of the principal business office of each of the Reporting Persons is

		165 Mason Street, 3rd Floor
		Greenwich, CT 06830

	(c)	Citizenship

	Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States.

	(d)	Title of Class of Securities

		Common Stock

	(e)	CUSIP Number
		58406P102

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.

	(a) o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)

	(b) o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c) o	Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c).

	(d) o	Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e) o	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).


CUSIP No. 58406P102	13G	Page 5 of 8 Pages

	(g) o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

	(h) o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(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 (15 U.S.C. 80a-3).

	(j) o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.	Ownership

	Great Point Partners, LLC (“Great Point”) is the investment manager of Biomedical Value Fund, L.P. (“BVF”), and by virtue of such status may be deemed to be the beneficial owner of the 441,994 shares of Common Stock of the Issuer owned by BVF (the “BVF Shares”). Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares. 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 376,513 shares of Common Stock of the Issuer owned by BOVF (the “BOVF Shares”). Dr. Jay, as senior managing member of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares. Great Point and Dr. Jay disclaim beneficial ownership of the BVF Shares and the BOVF Shares, except to the extent of their respective pecuniary interest. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

1.	Great Point Partners, LLC

(a)	Amount beneficially owned: 818,507

(b)	Percent of class: 5.28%

(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: 818,507

	(iii)	Sole power to dispose or to direct the disposition of: - 0 -.

	(iv)	Shared power to dispose or to direct the disposition of: 818,507

2.	Dr. Jeffrey R. Jay, M.D.

(a)	Amount beneficially owned: 818,507

(b)	Percent of class: 5.28%

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

	(i)	Sole power to vote or to direct the vote: 0.


CUSIP No. 58406 P102	13G	Page 6 of 8 Pages


		(ii)	Shared power to vote or to direct the vote: 818,507

		(iii)	Sole power to dispose or to direct the disposition of: 0.

		(iv)	Shared power to dispose or to direct the disposition of: 818,507

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:

	See Item 4.

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 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 participant in any transaction having that purpose or effect.


CUSIP No. 58406P102	13G	Page 7 of 8 Pages

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.

Date: August 27, 2007

	GREAT POINT PARTNERS, LLC

	By:	/s/ Dr. Jeffrey R. Jay, M.D.
		Dr. Jeffrey R. Jay, M.D.,
		as senior managing member


	/s/ Dr. Jeffrey R. Jay, M.D.
	DR. JEFFREY R. JAY, M.D.

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: August 27, 2007

	GREAT POINT PARTNERS, LLC

	By:	/s/ Dr. Jeffrey R. Jay, M.D.
		Dr. Jeffrey R. Jay, M.D.,
		as senior managing member


	/s/ Dr. Jeffrey R. Jay, M.D.
	DR. JEFFREY R. JAY, M.D.

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