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
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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*
HealthCor Management, L.P.

(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Chelsea Therapeutics International, Ltd. [ CHTB.OB ]
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)
03/22/2007
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 03/22/2007 P 317,979 A $4.72 2,092,797 I See footnotes(1)(3)
Common Stock 06/29/2007 S 8,000 D $7 2,084,797 I See footnotes(1)(2)(3)
Common Stock 06/29/2007 P 8,000 A $6.68 2,092,797 I See footnotes(1)(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
Warrant (right to buy) $5.66 03/22/2007 P 95,339 (4) 03/22/2012 Common Stock 95,339 $0 627,839 I See footnotes(1)(3)
1. Name and Address of Reporting Person*
HealthCor Management, L.P.

(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR

(Street)
NEW YORK NY 10019

(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*
HealthCor Associates, LLC

(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET

(Street)
NEW YORK NY 10019

(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*
HEALTHCOR L P

(Last) (First) (Middle)
280 PARK AVE 39TH FL

(Street)
NEW YORK NY 10017

(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*
HealthCor Capital, L.P.

(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR

(Street)
NEW YORK NY 10019

(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*
HealthCor Group, LLC

(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR

(Street)
NEW YORK NY 10019

(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*
Healey Joseph Patrick

(Last) (First) (Middle)
152 WEST 57TH STREET
47TH FLOOR

(Street)
NEW YORK NY 10019

(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*
Cohen Arthur Bruce

(Last) (First) (Middle)
152 WEST 57TH STREET
47TH FLOOR

(Street)
NEW YORK NY 10019

(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 shares of the Issuer's Common Stock and Warrants to buy the Issuer's Common Stock (collectively, the "Securities") reported herein as indirectly beneficially owned by each of HealthCor Management, L.P. and its general partner, HealthCor Associates, LLC, Arthur Cohen and Joseph Healey, are directly beneficially owned by HealthCor Offshore, Ltd. and HealthCor, L.P., over which HealthCor Management, L.P., Arthur Cohen and Joseph Healey share investment control. For such reason, each of HealthCor Management, L.P., HealthCor Associates, LLC, Arthur Cohen, and Joseph Healey may be deemed to beneficially own such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16").
2. The shares of the Issuer's Common Stock reported herein as indirectly beneficially owned by HealthCor Capital, L.P. and its general partner, HealthCor Group, LLC, are directly beneficially owned by HealthCor, L.P., of which HealthCor Capital, L.P. is the general partner. For such reason, HealthCor Capital, L.P. and HealthCor Group, LLC may be deemed to beneficially own such securities for purposes of Section 16.
3. Each reporting person and entity named herein disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein and this report shall not be deemed an admission that the reporting person or any entity named herein is the beneficial owner of the securities for purposes of Section 16, or for any other purpose.
4. Presently exercisable.
HealthCor Management, L.P., for itself and as manager on behalf of HealthCor Offshore, Ltd. By: HealthCor Associates, LLC, its general partner: By: /s/ Steven J. Musumeci, Chief Operating Officer 09/20/2007
HealthCor Associates, LLC, By: /s/ Steven J. Musumeci, Chief Operating Officer 09/20/2007
HealthCor L.P., By HealthCor Capital, L.P., its general partner: By: /s/ Steven J. Musumeci, Chief Operating Officer 09/20/2007
HealthCor Capital, L.P. By: /s/ Steven J. Musumeci, Chief Operating Officer 09/20/2007
HealthCor Group, LLC, By: /s/ Steven J. Musumeci, Chief Operating Officer 09/20/2007
/s/ Joseph Healey, Individually 09/20/2007
/s/ Arthur Cohen, Individually 09/20/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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