<SEC-DOCUMENT>0001044321-15-000077.txt : 20150204
<SEC-HEADER>0001044321-15-000077.hdr.sgml : 20150204
<ACCEPTANCE-DATETIME>20150204122532
ACCESSION NUMBER:		0001044321-15-000077
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20150204
DATE AS OF CHANGE:		20150204
GROUP MEMBERS:		ADAM C. STETTNER
GROUP MEMBERS:		AUSTIN W. MARXE
GROUP MEMBERS:		AWM INVESTMENT COMPANY, INC.
GROUP MEMBERS:		DAVID M. GREENHOUSE
GROUP MEMBERS:		SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P.
GROUP MEMBERS:		SPECIAL SITUATIONS TECHNOLOGY FUND, L.P.
GROUP MEMBERS:		SST ADVISERS, LLC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VISUALANT INC
		CENTRAL INDEX KEY:			0001074828
		STANDARD INDUSTRIAL CLASSIFICATION:	MEASURING & CONTROLLING DEVICES, NEC [3829]
		IRS NUMBER:				911948357
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-85376
		FILM NUMBER:		15574410

	BUSINESS ADDRESS:	
		STREET 1:		500 UNION STREET
		STREET 2:		SUITE 420
		CITY:			SEATTLE
		STATE:			WA
		ZIP:			98101
		BUSINESS PHONE:		206-903-1351

	MAIL ADDRESS:	
		STREET 1:		500 UNION STREET
		STREET 2:		SUITE 420
		CITY:			SEATTLE
		STATE:			WA
		ZIP:			98101

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Visualant, INC
		DATE OF NAME CHANGE:	20050106

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	STARBERRYS CORP
		DATE OF NAME CHANGE:	20020918

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CIGAR KING CORP
		DATE OF NAME CHANGE:	19990127

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AWM Investment Company, Inc.
		CENTRAL INDEX KEY:			0001535264
		IRS NUMBER:				113086452
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		527 MADISON AVENUE
		STREET 2:		SUITE 2600
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		212-319-6670

	MAIL ADDRESS:	
		STREET 1:		527 MADISON AVENUE
		STREET 2:		SUITE 2600
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>visulant13gat2.txt
<DESCRIPTION>VISUALANT 13G/A
<TEXT>
THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*


Visualant, Inc.
(Name of Issuer)

Common Stock, Par Value $.001
(Title of Class of Securities)

928449107
(CUSIP Number)

December 31, 2014
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:

[X]  Rule 13d-1(b)
[ ]  Rule 13d-1(c)
[ ]  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).


CUSIP No. 928449107
(1)	Names of Reporting Persons.  I.R.S. Identification Nos. of
Above Persons (entities only):
	AWM Investment Company, Inc.
(2)	Check the Appropriate Box if a Member of a Group (See
Instructions)	(a)___  b)___

(3)	SEC Use Only
(4)	Citizenship or Place of Organization:  Delaware, United States
Number of Shares Beneficially
Owned by Each Reporting Person
With
(5) Sole Voting Power:
15,900,000**

(6) Shared Voting Power:	 0**

(7) Sole Dispositive Power:
15,900,000**


(8) Shared Dispositive Power: 0**
(9)	Aggregate Amount Beneficially Owned by Each Reporting
Person:  15,900,000**
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
(11)	Percent of Class Represented by Amount in Row (9): 9.5%**
(12)	Type of Reporting Person (See Instructions):  IA
**AWM Investment Company, Inc., a Delaware Corporation (?AWM?), is the
investment adviser to Special Situations Technology Fund, L.P.
(?TECH?) and Special Situations Technology Fund II, L.P. (?TECH II?)
(TECH and TECH II will hereafter be referred to as the ?Funds?).  As
the investment adviser to the Funds, AWM holds sole voting and
investment power over 2,380,000 shares of Common Stock of the Issuer
(the ?Shares?) and 4,760,000 Warrants to purchase Shares held by TECH
and 13,520,000 Shares and 27,040,000 Warrants to purchase Shares held
by TECH II. Austin W. Marxe (?Marxe?), David M. Greenhouse
(?Greenhouse?) and Adam C. Stettner (?Stettner?) previously reported
the Shares held by the Funds on Schedule 13G.  Accordingly, reference
should be made to Marxe, Greenhouse and Stettner (CIK #0001044321) for
any prior filings with the Securities and Exchange Commission relating
to the Shares held by each of the Funds.  See Items 2 and 4 of this
Schedule for additional information.


Item 1(a).  Name Of Issuer:  Visualant, Inc.

Item 1(b).  Address of Issuer?s Principal Executive Offices:

500 Union Street ? Suite 420
Seattle, WA 98101

Item 2(a).  Name of Person Filing:

The person filing this report is AWM Investment Company, Inc.,
a Delaware corporation (?AWM?), which is the investment adviser
to Special Situations Technology Fund, L.P., a Delaware limited
partnership (?TECH?) and Special Situations Technology Fund II,
L.P., a Delaware limited partnership (?TECH II?), (TECH and
TECH II will hereafter be referred to as the ?Funds?).  The
principal business of each Fund is to invest in equity and
equity-related securities and other securities of any kind or
nature.

Austin W. Marxe (?Marxe?), David M. Greenhouse (?Greenhouse?)
and Adam C. Stettner (?Stettner?) are members of: SST Advisers,
L.L.C., a Delaware limited liability company (?SSTA?), the
general partner of TECH and TECH II. Marxe, Greenhouse and
Stettner are also controlling principals of AWM.

Item 2(b). Address of Principal Business Office or, if None,
Residence:
The principal business address for AWM is c/o Special
Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY
10022.
Item 2(c).  Citizenship: AWM is a Delaware Corporation.
Item 2(d).  Title of Class of Securities: Common Stock, Par
                                          Value $.001
Item 2(e).  CUSIP No.:  928449107

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.


Item 4.  Ownership

	(a)	Amount Beneficially Owned:  15,900,000**

	(b)	Percent of Class: 	9.5%**

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

		(i)	sole power to vote or to direct the vote: 15,900,000**

	     (ii)	shared power to vote or to direct the vote: 0**

	    (iii)	sole power to dispose or to direct the disposition of:
	           15,900,000**

	     (iv)	shared power to dispose or to direct the disposition
	           of:  0**
______________________________________________________________________

** AWM is the investment adviser to each of the Funds. As the
investment adviser to the Funds, AWM holds sole voting and investment
power over 2,380,000 shares of Common Stock of the Issuer (the
?Shares?) and 4,760,000 Warrants to purchase Shares held by TECH and
13,520,000 Shares and 27,040,000 Warrants to purchase Shares held by
TECH II.  Marxe, Greenhouse and Stettner are members of: SSTA, the
general partner of TECH and TECH II. Marxe, Greenhouse and Stettner
are also controlling principals of AWM.  Marxe, Greenhouse and
Stettner previously reported the Shares held by the Funds on Schedule
13G.  Accordingly, reference should be made to Marxe, Greenhouse and
Stettner (CIK #0001044321) for any prior filings with the Securities
and Exchange Commission relating to the Shares held by each of the
Funds.

*The Warrants described above may be exercised to the extent that the
total number of shares of Common Stock then beneficially owned does
not exceed 4.99% of the outstanding shares.  The holder may request an
increase of up to 9.99% of the outstanding shares, effective on the
61st day after notice is given to the Company.


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. ___

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 or Control Person

	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 a participant in any transaction
having that purpose or effect.


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.


Dated: January 20, 2015


AWM INVESTMENT COMPANY, INC.


By:
   Name:  David M. Greenhouse
   Title:	Executive Vice President


Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
-5-


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>