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
X	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* Hudson Bay Capital Management, L.P. (Last) (First) (Middle) 120 BROADWAY, 40TH FLOOR (Street) NEW YORK NY 10271 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CHEM RX CORP [ CHRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/22/2008
	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 $0.0001 ("Common Stock")	07/22/2008		S		700,000	D	$5.9903	736,999	I(1)(2)	See footnotes(1)(2)
Common Stock	07/23/2008		S		736,999	D	$5.9903	0	I(2)(3)	See footnotes(2)(3)

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* Hudson Bay Capital Management, L.P. (Last) (First) (Middle) 120 BROADWAY, 40TH FLOOR (Street) NEW YORK NY 10271 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hudson Bay Fund LP (Last) (First) (Middle) 120 BROADWAY 4OTH FLOOR (Street) NEW YORK NY 10271 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hudson Bay Overseas Fund Ltd. (Last) (First) (Middle) C/O HUDSON BAY CAPITAL MANAGEMENT, L.P. 120 BROADWAY, 40TH FLOOR (Street) NEW YORK NY 10271 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gerber Sander (Last) (First) (Middle) C/O HUDSON BAY CAPITAL MANAGEMENT, L.P. 120 BROADWAY, 40TH FLOOR (Street) NEW YORK NY 10271 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Roth Yoav (Last) (First) (Middle) C/O HUDSON BAY CAPITAL MANAGEMENT, L.P. 120 BROADWAY, 40TH FLOOR (Street) NEW YORK NY 10271 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Doscas John (Last) (First) (Middle) C/O HUDSON BAY CAPITAL MANAGEMENT, L.P. 120 BROADWAY, 40TH FLOOR (Street) NEW YORK NY 10271 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Hudson Bay Capital Management, L.P., a Delaware limited partnership, acts as the investment manager of (i) Hudson Bay Fund LP, a Delaware limited partnership, which as of July 22, 2008, held 316,910 shares of Common Stock and (ii) Hudson Bay Overseas Fund Ltd. (together with Hudson Bay Fund LP, the "Hudson Bay Funds"), a Cayman Islands company, which as of July 22, 2008, held 420,089 shares of Common Stock.

2. Hudson Bay Capital Management, L.P. acts as the investment manager of the Hudson Bay Funds and may be deemed, as of the date hereof, to be the beneficial owner of the Issuer's securities or derivative securities held by such funds. Sander Gerber, Yoav Roth and John Doscas are each an executive officer of Hudson Bay Capital Management, L.P. Hudson Bay Capital Management, L.P., Sander Gerber, Yoav Roth and John Doscas do not hold directly any of the Issuer's securities or derivative securities with respect thereto, and disclaim any beneficial ownership of any of the Issuer's securities or derivative securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except for their pecuniary interest therein.

3. The Hudson Bay Funds no longer hold any shares of Common Stock.

Remarks:

The Power of Attorney dated as of December 5, 2007 executed by John Doscas and Sander Gerber, authorizing Yoav Roth to sign and file this Form 4 on John Doscas' and Sander Gerber's behalf, which was filed as Exhibit 24.1 with the Form 4 filed with the Securities and Exchange Commission on December 5, 2007 by such Reporting Owners with respect to the Common Stock of the Issuer, is hereby incorporated by reference.

	HUDSON BAY FUND LP, By: HUDSON BAY CAPITAL MANAGEMENT, L.P., its Investment Manager Partner, By: /s/ Yoav Roth, Principal and Portfolio Manager	07/24/2008
	HUDSON BAY OVERSEAS FUND LTD., By: HUDSON BAY CAPITAL MANAGEMENT, L.P., its Investment Manager Partner, By: /s/ Yoav Roth, Principal and Portfolio Manager	07/24/2008
	HUDSON BAY CAPITAL MANAGEMENT, L.P., By: /s/ Yoav Roth, Principal and Portfolio Manager	07/24/2008
	SANDER GERBER, By: /s/ Yoav Roth, as Attorney-in-Fact for Sander Gerber	07/24/2008
	YOAV ROTH, By: /s/ Yoav Roth	07/24/2008
	JOHN DOSCAS, By: /s/ Yoav Roth, as Attorney-in-Fact for John Doscas	07/24/2008
	** Signature of Reporting Person	Date
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** 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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