-----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, JY0CogTVIDpEO8dxSh1F/CfzSMvk6MqKKr/ZTi5KVkUWnZ0V9GEGjnGo0ohuNMTU Amzi3yEkHEnO4gUqJTijIQ== 0001303241-06-000020.txt : 20060502 0001303241-06-000020.hdr.sgml : 20060502 20060501182007 ACCESSION NUMBER: 0001303241-06-000020 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060502 DATE AS OF CHANGE: 20060501 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-48675 FILM NUMBER: 06796683 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 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 1 sch13g-biospheremedical.txt BIOSPHEREMEDICAL OMB APPROVAL OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response. . . 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Biosphere Medical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 09066V103 (CUSIP Number) April 18, 2006 (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) [ ] Rule 13d-1(d) 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Black River Asset Management LLC I.R.S. Identification No: 41-2066451 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 Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power: 0 6. Shared Voting Power: 870,207 (see Item 4) 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 870,207 (see Item 4) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 870,207 (see Item 4) 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9): 5.1% 12. Type of Reporting Person (See Instructions): IA 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Black River Long/Short Fund Ltd. I.R.S. Identification No: 98-0475958 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 Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power: 0 6. Shared Voting Power: 650,307 (see Item 4) 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 650,307 (see Item 4) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 650,307 (see Item 4) 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9): 3.8% 12. Type of Reporting Person (See Instructions): OO 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Black River Long/Short Opportunity Fund LLC I.R.S. Identification No: 30-0330292 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 Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power: 0 6. Shared Voting Power: 219,900 (see Item 4) 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 219,900 (see Item 4) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 219,900 (see Item 4) 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9): 1.3% 12. Type of Reporting Person (See Instructions): OO 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 ("BRAM") with respect to shares of common stock of the Issuer ("Shares") owned by Black River Long/Short Fund Ltd. ("Long/Short Fund") and Black River Long/Short Opportunity Fund LLC ("Opportunity Fund"); (ii) Long/Short Fund with respect to Shares owned by it; and (iii) Opportunity Fund with respect to Shares owned by it. (b) Address of Principal Business Office: The address of the principal business offices of BRAM and Opportunity Fund is 12700 Whitewater Drive, Minnetonka, MN 55343. The address of the principal business office of Long/Short Fund is P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands (c) Citizenship: BRAM and Opportunity Fund are Delaware limited liability companies. 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 Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] 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) [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(J). Item 4. Ownership. The percentages used herein are calculated based upon the Shares issued and outstanding as of March 1, 2006, as reported on the Issuer's annual report on Form 10-K filed for the fiscal period ending December 31, 2005. As of close of business on April 18, 2006 1. Black River Asset Management LLC ("BRAM") (a) Amount beneficially owned: 870,207 (b) Percent of class: 5.1% (c) (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 870,207 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 870,207 2. Black River Long/Short Fund Ltd. ("Long/Short Fund") (a) Amount beneficially owned: 650,307 (b) Percent of class: 3.8% (c) (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 650,307 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 650,307 3. Black River Long/Short Opportunity Fund LLC ("Opportunity Fund") (a) Amount beneficially owned: 219,900 (b) Percent of class: 1.3% (c) (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 219,900 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 219,900 BRAM does not own any Shares or securities convertible into shares. Pursuant to an investment advisory agreement, BRAM has investment and voting power with respect to the securities held by the Long/Short Fund and Opportunity Fund. 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. Date: May 1, 2006 Black River Asset Management LLC /s/ Robert Goedken _____________________________ Signature Name: Robert Goedken Title: Chief Legal Officer Date: May 1, 2006 Black River Long/Short Fund Ltd. By: Black River Asset Management LLC Its Investment Adviser /s/ Robert Goedken _____________________________ Signature Name: Robert Goedken Title: Chief Legal Officer Date: May 1, 2006 Black River Long/Short Opportunity Fund LLC. By: Black River Asset Management LLC Its Investment Adviser /s/ Robert Goedken _____________________________ Signature Name: Robert Goedken Title: Chief Legal Officer Page 9 of 9 SCHEDULE 13G CUSIP NO. 09066V103 -----END PRIVACY-ENHANCED MESSAGE-----