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* GLENHILL ADVISORS LLC (Last) (First) (Middle) 598 MADISON AVENUE, 12TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SMART BALANCE, INC. [ BDSB ]	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) 05/21/2007
	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	05/21/2007		P		670,241	A	$7.46	3,170,241	I	See Footnote(1)

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 A Convertible Preferred Stock ("Preferred Stock")	(3)	05/21/2007		P		555,556		05/21/2007	(3)	Common Stock	555,556	(3)	555,556	I	See Footnote(1)
Warrants (Right to Purchase Common Stock)	(2)	05/21/2007		P		555,556		(2)	(2)	Common Stock	555,556	(2)	555,556	I	See Footnote(1)

1. Name and Address of Reporting Person* GLENHILL ADVISORS LLC (Last) (First) (Middle) 598 MADISON AVENUE, 12TH FLOOR (Street) NEW YORK NY 10022 (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* KREVLIN GLENN J (Last) (First) (Middle) GLENHILL ADVISORS, LLC 598 MADISON AVENUE, 12TH FLOOR (Street) NEW YORK NY 10022 (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* GLENHILL CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 598 MADISON AVENUE, 12TH FLOOR (Street) NEW YORK NY 10022 (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. The reporting person, Glenn J. Krevlin, is the managing member of Glenhill Advisors, LLC, a limited liability company that is a managing member of Glenhill Capital Management LLC, who has investment control of various private investment funds, including Glenhill Capital LP and Glenhill Capital Overseas Master Fund, LP, which collectively own the reported securities. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Glenhill Capital LP purchased 429,960 shares of the Common Stock, 356,389 shares of the Preferred Stock, and 356,389 Warrants reported in this Form 4, and Glenhill Capital Overseas Master Fund, LP purchased 240,281 shares of the Common Stock, 199,167 shares of the Preferred Stock, and 199,167 of the Warrants reported in this Form 4.

2. Holders of Preferred Stock received one Warrant for each share of Preferred Stock. Each Warrant to which this note relates entitles the holder to purchase one share of Common Stock at a price of $9.00. Each Warrant will become exercisable upon the redemption of the related share of Preferred Stock. Each Warrant will be exercisable until the later of (a) ten years after May 21, 2007, or (b) five years after the redemption of the related share of Preferred Stock.

3. The Prefered Stock is convertible at any time, at the option of the holder, into the number of shares of Common Stock arrived at by dividing $9.00 per share (which is the initial conversion price) into the per share liquidation preference of $9.00 per share, plus accrued but unpaid dividends. As of May 21, 2007, the Preferred Stock was convertible into Common Stock on a one-for-one basis. To the extent that dividends accrue but are not paid, the number of shares of common stock issuable upon conversion of the Preferred Stock will increase. The conversion right of the Preferred Stock to Common Stock has no expiration date.

Remarks:

	/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC	05/24/2007
	/s/ Glenn J. Krevlin	05/24/2007
	/s/ Glenn J. Krevlin, Managing Member, Glenhill Capital Management, LLC	05/24/2007
	** Signature of Reporting Person	Date
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