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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* LFB Biotechnologies S.A.S.U. (Last) (First) (Middle) 3, AVENUE DES TROPIQUES LES ULIS (Street) COURTABOEUF 10 91958 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GTC BIOTHERAPEUTICS INC [ GTCB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below) Director by Deputization
	3. Date of Earliest Transaction (Month/Day/Year) 07/30/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	10/30/2009		C		4,562,737	A	$2.63	6,577,577(1)	D
Common Stock	10/30/2009		C		6,035,407	A	$2.2368	12,612,984	D
Common Stock	11/02/2009		P		3,387,851	A	$1.07(2)	16,000,835	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
Series E-1 Convertible Preferred Stock	$2.63	07/30/2009		P		12,000		(3)	(3)	Common Stock	4,562,737	$1,000(4)	12,000	D
Series E-2 Convertible Preferred Stock	$2.2368	07/30/2009		P		13,500		(3)	(3)	Common Stock	6,035,407	$1,000(4)	13,500	D
Option (right to buy Series E-1 Convertible Preferred Stock)	$1,000	07/30/2009		A		6,000		07/31/2009	01/31/2010	Series E-1 Convertible Preferred Stock(3)	6,000	(4)	6,000	D
Option (right to buy Series E-2 Convertible Preferred Stock)	$1,000	07/30/2009		A		6,750		07/31/2009	01/31/2010	Series E-2 Convertible Preferred Stock(3)	6,750	(4)	6,750	D
Series E-1 Convertible Preferred Stock	$2.63	10/30/2009		C			12,000	(3)	(3)	Common Stock	4,562,737	$0	0	D
Series E-2 Convertible Preferred Stock	$2.2368	10/30/2009		C			13,500	(3)	(3)	Common Stock	6,035,407	$0	0	D
Option (right to buy Series E-1 Convertible Preferred Stock)	$1,000	10/30/2009		M			6,000	07/31/2009	01/31/2010	Series E-1 Convertible Preferred Stock(3)	6,000	(5)	0	D
Option (right to buy Series E-2 Convertible Preferred Stock)	$1,000	10/30/2009		M			6,750	07/31/2009	01/31/2010	Series E-2 Convertible Preferred Stock(3)	6,750	(5)	0	D
Series E-1 Convertible Preferred Stock	$2.63	10/30/2009		M		6,000		(3)	(3)	Common Stock	2,281,368	$1,000(5)	6,000	D
Series E-2 Convertible Preferred Stock	$2.2368	10/30/2009		M		6,750		(3)	(3)	Common Stock	3,017,703	$1,000(5)	6,750	D

Explanation of Responses:

1. Reflects the 1-for-10 reverse stock split of the Issuer's Common Stock effected on May 26, 2009.

2. The Issuer and the Reporting Person entered into a Stock Purchase Agreement pursuant to which the Reporting Person has agreed to purchase 3,387,851 shares of the Issuer's Common Stock.

3. The shares of the Issuer's Series E-1 Convertible Preferred Stock (the "Series E-1 Stock") and Series E-2 Convertible Preferred Stock (the "Series E-2 Stock") are immediately convertible into Common Stock upon their issuance at the conversion prices stated above and have no expiration date.

4. The Issuer and the Reporting Person entered into a Securities Purchase Agreement pursuant to which the Issuer agreed to issue the Reporting Person, subject to shareholder approval, (1) 12,000 shares of the Issuer's Series E-1 Stock and an option to purchase up to an additional 6,000 shares of Series E-1 Stock, and (2) 13,500 shares of the Issuer's Series E-2 Stock and an option to purchase up to an additional 6,750 shares of Series E-2 Stock.

5. On October 30, 2009, the Reporting Person exercised the options described in footnote 4 to purchase shares of Series E-1 Stock and Series E-2 Stock.

	/s/ Brian Keane, Attorney-in-Fact	11/04/2009
	** 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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