X0202 4 2007-03-22 1 0001333763 Chelsea Therapeutics International, Ltd. CHTP 0000928549 DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 0001247126 DAVIDSON KEMPNER INSTITUTIONAL PARTNERS LP C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 0001336624 M H Davidson & Co C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 0001247125 DAVIDSON KEMPNER INTERNATIONAL LTD C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 0001376899 Davidson Kempner Healthcare Fund L P C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 0001376895 Davidson Kempner Healthcare International Ltd C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 0001247128 MHD MANAGEMENT CO C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 0001247130 DAVIDSON KEMPNER ADVISERS INC C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 0001247134 DAVIDSON KEMPNER INTERNATIONAL ADVISORS LLC C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 0001362367 DK Management Partners LP C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $0.0001 par value ("Common Stock") 2007-03-22 4 P 0 132416 4.72 A 2161716 I See Notes Warrants 5.66 2007-03-22 4 P 0 39725 0.00 A 2007-03-22 2012-03-22 Common Stock 39725 39725 I See Notes The shares of Common Stock to which this note relates are held directly by Davidson Kempner Partners, a New York limited partnership ("DKP"), as to 60,576 shares of Common Stock ("Shares"); Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"), as to 198,533 Shares; M.H. Davidson & Co., a New York limited partnership ("CO"), as to 18,266 Shares; Davidson Kempner International, Ltd., a British Virgin Islands corporation ("DKIL"), as to 342,307 Shares; Davidson Kempner Healthcare Fund LP, a Delaware limited partnership ("DKHF"), as to 744,572 Shares; Davidson Kempner Healthcare International Ltd., a Cayman Islands corporation ("DKHI"), as to 789,799 Shares; and as to 7,663 Shares held in a separately managed account. The Warrants Exercisable Immediately ("Warrants") to which this note relates are held directly by DKP, as to 1,629 Warrants; DKIP, as to 3,019 Warrants; CO, as to 278 Warrants; DKIL, as to 5,522 Warrants; DKHF, as to 12,712 Warrants; DKHI, as to 16,446 Warrants; and as to 119 Warrants held in a separately managed account. MHD Management Co., a New York limited partnership ("MHD"), is the general partner of DKP. Davidson Kempner Advisers Inc., a New York corporation ("DKAI"), is the general partner of DKIP and is registered as an investment adviser with the U.S. Securities Exchange Commission. Davidson Kempner International Advisors, L.L.C., a Delaware limited liability company ("DKIA"), is the investment manager of DKIL and a managed account. DK Group LLC, a Delaware limited liability company ("DKG"), is the general partner of DKHF. DK Management Partners LP, a Delaware limited partnership ("DKMP"), is the investment manager of DKHI. Thomas L. Kempner, Jr., Marvin H. Davidson, Stephen M. Dowicz, Scott E. Davidson, Michael J. Leffell, Timothy I. Levart, Robert J. Brivio, Jr., Eric P. Epstein, Anthony A. Yoseloff and Avram Z. Friedman (collectively, the "Principals") are the general partners of CO and MHD, the sole managing members of DKIA and DKG and the sole stockholders of DKAI. Each of Messrs. Kempner, Levart, Marvin H. Davidson, Dowicz, Scott E. Davidson, Leffell, Brivio, Yoseloff, Epstein and Friedman are limited partners of DKMP. In addition, Robert J. Brivio controls 750 Shares in a personal account for the benefit of Robert J. Brivio and Sophia Brivio. The Reporting Persons participated in a securities purchase agreement with the Issuer on March 22, 2007, which included the purchase of a total of 132,416 shares of Common Stock and 39,725 Warrants. Upon completion of its definitive securities purchase agreements with existing institutional and accredited investors, the Issuer sold a total of 2,648,306 shares of Common Stock and 794,492 Warrants for the purchase of shares of Common Stock. As a result of these sales, the Issuer's outstanding Common Stock increased and the Reporting Persons ceased being 10% Owners resulting in this Exit Filing. Under the terms of the securities purchase agreement, the Reporting Persons received Warrants along with the Common Stock in an amount equal to 30% of the shares of Common Stock purchased. Each of the Reporting Persons disclaims beneficial ownership of the securities to which this Form 4 relates except to the extent each may be deemed to have a pecuniary interest in such securities pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. This is Part One of a three part Form 4 filing. Part Two is filed by Thomas L. Kempner, Jr. Part Three is filed by Avram Z. Friedman. Parts Two and Three are filed to indicate all Reporting Persons. Parts Two and Three are not separate Form 4 filings. DAVIDSON KEMPNER PARTNERS, BY: MHD MANAGEMENT CO., its General Partner, BY: Thomas L. Kempner. Jr., as Managing Partner, /s/ Thomas L. Kempner, Jr. 2007-03-30