SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Cheyne Capital Management (UK) LLP (Last) (First) (Middle) STORNAWAY HOUSE 13 CLEVELAND ROW (Street) LONDON X0 SW1A 3DH (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/04/2008	3. Issuer Name and Ticker or Trading Symbol PORTA SYSTEMS CORP [ PORT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,038,236	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Cheyne Capital Management (UK) LLP (Last) (First) (Middle) STORNAWAY HOUSE 13 CLEVELAND ROW (Street) LONDON X0 SW1A 3DH (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* Cheyne General Partner Inc (Last) (First) (Middle) WALKER HOUSE 87 MARY STREET (Street) GEORGETOWN E9 KY1-9001 (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 are held directly by Gate Systems Holdings Ltd. ("Holdings"). Cheyne Special Situations Fund L.P. (the "Fund") is the sole stockholder of Holdings. Each of Cheyne Capital Management (UK) LLP, the investment manager of the Fund (the "Manager"), and Cheyne General Partner Inc., the general partner of the Fund (together with the Manager, the "Reporting Persons") may be deemed to be the beneficial owners of the shares set forth herein. Each of the Reporting Persons disclaims beneficial interest of the shares except to the extent of its pecuniary interest therein.

Remarks:

This Form 3 is being filed jointly by Cheyne General Partner Inc. with Cheyne Capital Management (UK) LLP. The address of Cheyne General Partner Inc. is Walker House, 87 Mary Street, Georgetown, Cayman Islands, KY1-9001.

	/s/ Simon James, Compliance Officer, Cheyne Capital Management (UK) LLP	08/12/2008
	/s/ Daniele Hendry, Director, Cheyne General Partner Inc.	08/12/2008
	** 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 5 (b)(v).
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