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* Visium Asset Management, LP (Last) (First) (Middle) 950 THIRD AVENUE 29TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ZILA INC [ ZILA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Disclaimed Group
	3. Date of Earliest Transaction (Month/Day/Year) 07/07/2008
	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, par value $0.001 per share	07/07/2008		S		25,000(1)	D	$0.2676	4,680,788	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/07/2008		S		20,600(2)	D	$0.2662	4,660,188	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/08/2008		S		125,000(3)	D	$0.2608	4,535,188	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/09/2008		S		100,000(4)	D	$0.2625	4,435,188	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/09/2008		S		51,000(5)	D	$0.2681	4,384,188	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/10/2008		S		21,664(6)	D	$0.262	4,362,524	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/10/2008		S		100,000(7)	D	$0.2685	4,262,524	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/10/2008		S		73,810(8)	D	$0.2595	4,188,714	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/15/2008		S		50,000(9)	D	$0.2503	4,138,714	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/15/2008		S		50,000(10)	D	$0.26	4,088,714	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/17/2008		S		100,000(11)	D	$0.26	3,988,714	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/18/2008		S		100,000(12)	D	$0.2605	3,888,714	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/21/2008		S		90,617(13)	D	$0.246	3,798,097	I(15)(16)	See Footnotes(15)(16)
Common Stock, par value $0.001 per share	07/22/2008		S		50,000(14)	A	$0.2207	3,748,097	I(15)(16)(17)(18)	See Footnotes(15)(16)(17)(18)

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

1. Name and Address of Reporting Person* Visium Asset Management, LP (Last) (First) (Middle) 950 THIRD AVENUE 29TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Disclaimed Group

1. Name and Address of Reporting Person* Visium Capital Management, LLC (Last) (First) (Middle) 950 THIRD AVENUE 29TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Disclaimed Group

1. Name and Address of Reporting Person* Visium Balanced Fund LP (Last) (First) (Middle) 950 THIRD AVENUE 29TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Disclaimed Group

1. Name and Address of Reporting Person* VISIUM LONG BIAS FUND L P (Last) (First) (Middle) 950 THIRD AVENUE 29TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Disclaimed Group

1. Name and Address of Reporting Person* Visium Long Bias Offshore Fund, Ltd. (Last) (First) (Middle) P.O. BOX 2681GT, CENTURY YARD, 4TH FLOOR CRICKET SQUARE, HUTCHINS DRIVE (Street) GRAND CAYMAN E9 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Disclaimed Group

1. Name and Address of Reporting Person* VISIUM BALANCED OFFSHORE FUND LTD (Last) (First) (Middle) P.O. BOX 2681GT, CENTURY YARD, 4TH FLOOR CRICKET SQUARE, HUTCHINS DRIVE (Street) GRAND CAYMAN E9 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Disclaimed Group

1. Name and Address of Reporting Person* Jacob Gottlieb (Last) (First) (Middle) 950 THIRD AVENUE 29TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Disclaimed Group

Explanation of Responses:

1. Represents 6,170 shares of common stock, $0.001 par value per share ("Common Stock"), of Zila, Inc., a Delaware corporation (the "Issuer"), sold by Visium Balanced Fund, LP, a Delaware limited partnership ("VBF"), 596 shares of Common Stock sold by Visium Long Bias Fund, LP, a Delaware limited partnership ("VLBF"), 16,163 shares of Common Stock sold by Visium Balanced Offshore Fund, Ltd., a Cayman Islands exempted company ("VBOF"), and 2,071 shares of Common Stock sold by Visium Long Bias Offshore Fund, Ltd, a Cayman Islands exempted company ("VLBOF").

2. Represents 5,084 shares of Common Stock sold by VBF, 491 shares of Common Stock sold by VLBF, 13,319 shares of Common Stock sold by VBOF and 1,706 shares of Common Stock sold by VLBOF.

3. Represents 30,850 shares of Common Stock sold by VBF, 2,983 of shares of Common Stock sold by VLBF, 80,810 shares of Common Stock sold by VBOF and 10,357 shares of Common Stock sold by VLBOF.

4. Represents 22,690 shares of Common Stock sold by VBF, 6,990 shares of Common Stock sold by VLBF, 37,790 shares of Common Stock sold by VBOF, 26,491 shares of Common Stock sold by VLBOF and 6,039 shares of Common Stock sold by a separately managed account held by Atlas Master Fund, Ltd. ("AMF").

5. Represents 11,572 shares of Common Stock sold by VBF, 3,565 shares of Common Stock sold by VLBF, 19,273 shares of Common Stock sold by VBOF, 13,509 shares of Common Stock sold by VLBOF and 3,081 shares of Common Stock sold by AMF.

6. Represents 21,664 shares of Common Stock sold by VBF.

7. Represents 22,689 shares of Common Stock sold by VBF, 6,990 shares of Common Stock sold by VLBF, 37,791 shares of Common Stock sold by VBOF, 26,490 shares of Common Stock sold by VLBOF and 6,040 shares of Common Stock sold by AMF.

8. Represents 6,674 shares of Common Stock sold by VLBF, 36,079 shares of Common Stock sold by VBOF, 25,290 shares of Common Stock sold by VLBOF and 5,767 shares of Common Stock sold by AMF.

9. Represents 11,345 shares of Common Stock sold by VBF, 3,495 shares of Common Stock sold by VLBF, 18,895 shares of Common Stock sold by VBOF, 13,245 shares of Common Stock sold by VLBOF and 3,020 shares of Common Stock sold by AMF.

10. Represents 11,345 shares of Common Stock sold by VBF, 3,495 shares of Common Stock sold by VLBF, 18,895 shares of Common Stock sold by VBOF, 13,245 shares of Common Stock sold by VLBOF and 3,020 shares of Common Stock sold by AMF.

11. Represents 22,690 shares of Common Stock sold by VBF, 6,990 shares of Common Stock sold by VLBF, 37,790 shares of Common Stock sold by VBOF, 26,490 shares of Common Stock sold by VLBOF and 6,040 shares of Common Stock sold by AMF.

12. Represents 22,690 shares of Common Stock sold by VBF, 6,990 shares of Common Stock sold by VLBF, 37,790 shares of Common Stock sold by VBOF, 26,490 shares of Common Stock sold by VLBOF and 6,040 shares of Common Stock sold by AMF.

13. Represents 20,560 shares of Common Stock sold by VBF, 6,334 shares of Common Stock sold by VLBF, 34,246 shares of Common Stock sold by VBOF, 24,004 shares of Common Stock sold by VLBOF and 5,473 shares of Common Stock sold by AMF.

14. Represents 11,345 shares of Common Stock sold by VBF, 3,495 shares of Common Stock sold by VLBF, 18,895 shares of Common Stock sold by VBOF, 13,245 shares of Common Stock sold by VLBOF and 3,020 shares of Common Stock sold by AMF.

15. As of July 22, 2008, (A) VBF owned 846,922 shares of Common Stock and a 7% Second Amended and Restated Senior Secured Convertible Note ("Note"), in the aggregate principal amount of $1,701,546, which is convertible into 773,430 shares of Common Stock at a conversion rate of $2.20 per share, (B) VLBF owned 269,757 shares of Common Stock and a Note in the aggregate principal amount of $524,113, which is convertible into 238,233 shares of Common Stock at a conversion rate of $2.20 per share, (C) VBOF owned 1,370,104 shares of Common Stock and a Note in the aggregate principal amount of $2,833,486, which is convertible into 1,287,948 shares of Common Stock at a conversion rate of $2.20 per share;

16. (D) VLBOF owned 1,023,396 shares of Common Stock and a Note in the aggregate principal amount of $1,985,896, which is convertible into 902,680 shares of Common Stock at a conversion rate of $2.20 per share, and (E) AMF owned 237,918 shares of Common Stock and a Note in the aggregate principal amount of $454,960, which is convertible into 206,800 shares of Common Stock at a conversion rate of $2.20 per share. The Notes are immediately convertible into shares of Common Stock. The Notes permit the Issuer, at its option, to pay interest in cash or Common Stock.

17. Visium Asset Management, LP, a Delaware limited partnership, is the investment manager of VBF, VLBF, VBOF and VLBOF. Visium Asset Management, LP also served as a sub-advisor of AMF with respect to the separately managed account. Visium Capital Management, LLC, a Delaware limited liability company, is the General Partner of VBF and VLBF (VBF, VLBF, VBOF, VLBOF and AMF, collectively, the "Investors"). Jacob Gottlieb is the principal of Visium Asset Management, LP and sole managing member of Visium Capital Management, LLC and has voting and investment power over the securities held by the Investors as reported in this Form 4. Thus, for the purposes of Reg. Section 240.13d-3, the Investors, Visium Asset Management, LP, Visium Capital Management, LLC and/or Jacob Gottlieb may be deemed to be beneficial owners of more than 10% of the shares of Common Stock.

18. Each of Visium Asset Management, LP, Visium Capital Management, LLC and Jacob Gottlieb disclaims beneficial ownership of the securities of the Issuer held by the Investors, except to the extent of such person's pecuniary interest in the Investors, if any. Each of the Investors disclaims beneficial ownership of the securities of the Issuer held by the other Investors, except to the extent of such Investor's pecuniary interest in the other Investors, if any. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this statement.

	/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Asset Management, LP	08/08/2008
	/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Capital Management, LLC	08/08/2008
	/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Capital Management, LLC, the general partner of Visium Balanced Fund, LP	08/08/2008
	/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Capital Management, LLC, the general partner of Visium Long Bias Fund, LP	08/08/2008
	/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Balanced Offshore Fund, Ltd.	08/08/2008
	/s/ Mark Gottlieb, Mark Gottlieb, Authorized Signatory of Visium Long Bias Offshore Fund, Ltd.	08/08/2008
	/s/ Mark Gottlieb, Mark Gottlieb, Attorney-in-fact for Jacob Gottlieb	08/08/2008
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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