SEC Info - Alexandra Global Master Fund Ltd, et al. - ‘SC 13G/A’ on 2/14/06 re: Viragen Inc

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Alexandra Global Master Fund Ltd, et al. – ‘SC 13G/A’ on 2/14/06 re: Viragen Inc

On: Tuesday, 2/14/06, at 4:51pm ET · Accession #: 950123-6-1746 · File #: 5-39827

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/06  Alexandra Global Master Fund Ltd  SC 13G/A               1:17K  Viragen Inc                       RR Donnelley/FA
          Alexandra Investment Management, LLC
          Dimitri Sogoloff
          Mikhail A. Filimonov

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment No.2 to Schedule 13G                         9     36K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Address of Issuer's Principal Executive Offices: Address of Principal Business Office: Alexandra Certification: Identification and Classification of Members of the Group: Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Management Name of Issuer: Names of Persons Filing: Notice of Dissolution of Group: Ownership: Ownership of Five Percent or Less of a Class: Ownership of More Than Five Percent on Behalf of Another Person: Place of Organization or Citizenship: This Schedule is filed pursuant to Rule 13d-1(c) by Alexandra, Management, Filimonov and Sogoloff Title of Class of Securities:
1	1st Page - Filing Submission
6	Item 1(a). Name of Issuer:
"	Item 1(b). Address of Issuer's Principal Executive Offices:
"	Item 2(a). Names of Persons Filing:
"	Item 2(b). Address of Principal Business Office:
"	Item 2(c). Place of Organization or Citizenship:
"	Item 2(d). Title of Class of Securities:
"	Item 3. This Schedule is filed pursuant to Rule 13d-1(c) by Alexandra, Management, Filimonov and Sogoloff
"	Item 4. Ownership:
"	Alexandra
7	Management
8	Item 5. Ownership of Five Percent or Less of a Class:
"	Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
"	Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
"	Item 8. Identification and Classification of Members of the Group:
"	Item 9. Notice of Dissolution of Group:
"	Item 10. Certification:

SC 13G/A 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 13G                                                                    
CUSIP NO. 927638403                                            PAGE 1 OF 9 PAGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*

 Viragen, Inc.
(Name of Issuer)

Common Stock, $.01 par value
(Title of Class of Securities)

 927638403
(CUSIP Number)

 December 31, 2005
 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:                                                                       

[ ]  Rule 13d-1(b)                                                              
[X]  Rule 13d-1(c)                                                              
[ ]  Rule 13d-1(d)                                                              

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

SC 13G/A 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13G                                                                    
CUSIP NO. 927638403                                            PAGE 2 OF 9 PAGES

---------------------------------------------------------------------------- -  
1   NAME OF REPORTING PERSON                                            
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)       

Alexandra Global Master Fund Ltd.             
(No I.R.S. ID Number)                         

---------------------------------------------------------------------------- -  
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (A)[ ]            
                                                       (B)[ ] (See Item 6)

---------------------------------------------------------------------------- -  
3   SEC USE ONLY                                                        

---------------------------------------------------------------------------- -  
4   CITIZENSHIP OR PLACE OF ORGANIZATION                                

British Virgin Islands                        
---------------------------------------------------------------------------- -  
NUMBER OF          5  SOLE VOTING POWER                             
SHARES                                                            
BENEFICIALLY                     -0-                                    
      OWNED BY         ------------------------------------------------------- -
EACH             6  SHARED VOTING POWER                         
REPORTING                                                           
PERSON               4,352,369 shares of Common Stock (See Item 4)
        WITH:          ------------------------------------------------------- -
7  SOLE DISPOSITIVE POWER     

 -0-
                       ------------------------------------------------------- -
8  SHARED DISPOSITIVE POWER   

                     4,352,369 shares of Common Stock (See Item 4)
---------------------------------------------------------------------------- -  
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

4,352,369 shares of Common Stock (See Item 4) 
---------------------------------------------------------------------------- -  
10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES           
     CERTAIN SHARES (SEE INSTRUCTIONS)                         [ ]

---------------------------------------------------------------------------- -  
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               

9.9% (See Item 4)                             
---------------------------------------------------------------------------- -  
12      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                     

CO                                            
---------------------------------------------------------------------------- -  

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SCHEDULE 13G                                                                    
CUSIP NO. 927638403                                            PAGE 3 OF 9 PAGES

---------------------------------------------------------------------------- -  
1   NAME OF REPORTING PERSON                                            
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)       

Alexandra Investment Management, LLC          
13-4092583                                    
---------------------------------------------------------------------------- -  
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (A)[ ]            
                                                       (B)[ ] (See Item 6)

---------------------------------------------------------------------------- -  
3   SEC USE ONLY                                                        

---------------------------------------------------------------------------- -  
4   CITIZENSHIP OR PLACE OF ORGANIZATION                                

Delaware                                          
---------------------------------------------------------------------------- -  
NUMBER OF          5  SOLE VOTING POWER                             
SHARES                                                            
BENEFICIALLY                     -0-                                    
      OWNED BY         ------------------------------------------------------- -
EACH             6  SHARED VOTING POWER                         
REPORTING                                                           
PERSON               4,352,369 shares of Common Stock (See Item 4)
        WITH:          ------------------------------------------------------- -
7  SOLE DISPOSITIVE POWER     

 -0-
                       ------------------------------------------------------- -
8  SHARED DISPOSITIVE POWER   

                     4,352,369 shares of Common Stock (See Item 4)
---------------------------------------------------------------------------- -  
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

 4,352,369 shares of Common Stock (See Item 4)
---------------------------------------------------------------------------- -  
10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES           
     CERTAIN SHARES (SEE INSTRUCTIONS)                         [ ]

---------------------------------------------------------------------------- -  
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               

9.9% (See Item 4)                             
---------------------------------------------------------------------------- -  
12      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                     

OO                                            
---------------------------------------------------------------------------- -  

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SCHEDULE 13G                                                                    
CUSIP NO. 927638403                                            PAGE 4 OF 9 PAGES

---------------------------------------------------------------------------- -  
1   NAME OF REPORTING PERSON                                            
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)       

Mikhail A. Filimonov                          
---------------------------------------------------------------------------- -  
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (A)[ ]            
                                                       (B)[ ] (See Item 6)

---------------------------------------------------------------------------- -  
3   SEC USE ONLY                                                        

---------------------------------------------------------------------------- -  
4   CITIZENSHIP OR PLACE OF ORGANIZATION                                

U.S.                                          
---------------------------------------------------------------------------- -  
NUMBER OF          5  SOLE VOTING POWER                             
SHARES                                                            
BENEFICIALLY                     -0-                                    
      OWNED BY         ------------------------------------------------------- -
EACH             6  SHARED VOTING POWER                         
REPORTING                                                           
PERSON               4,352,369 shares of Common Stock (See Item 4)
        WITH:          ------------------------------------------------------- -
7  SOLE DISPOSITIVE POWER     

 -0-
                       ------------------------------------------------------- -
8  SHARED DISPOSITIVE POWER   

                     4,352,369 shares of Common Stock (See Item 4)
---------------------------------------------------------------------------- -  
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

 4,352,369 shares of Common Stock (See Item 4)
---------------------------------------------------------------------------- -  
10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES           
     CERTAIN SHARES (SEE INSTRUCTIONS)                         [ ]

---------------------------------------------------------------------------- -  
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               

9.9% (See Item 4)                             
---------------------------------------------------------------------------- -  
12      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                     

IN                                            
---------------------------------------------------------------------------- -  

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SCHEDULE 13G                                                                    
CUSIP NO. 927638403                                            PAGE 5 OF 9 PAGES

---------------------------------------------------------------------------- -  
1   NAME OF REPORTING PERSON                                            
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)       

Dimitri Sogoloff                              
---------------------------------------------------------------------------- -  
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (A)[ ]            
                                                       (B)[ ] (See Item 6)

---------------------------------------------------------------------------- -  
3   SEC USE ONLY                                                        

---------------------------------------------------------------------------- -  
4   CITIZENSHIP OR PLACE OF ORGANIZATION                                

U.S.                                          
---------------------------------------------------------------------------- -  
NUMBER OF          5  SOLE VOTING POWER                             
SHARES                                                            
BENEFICIALLY                     -0-                                    
      OWNED BY         ------------------------------------------------------- -
EACH             6  SHARED VOTING POWER                         
REPORTING                                                           
PERSON               4,352,369 shares of Common Stock (See Item 4)
        WITH:          ------------------------------------------------------- -
7  SOLE DISPOSITIVE POWER     

 -0-
                       ------------------------------------------------------- -
8  SHARED DISPOSITIVE POWER   

                     4,352,369 shares of Common Stock (See Item 4)
---------------------------------------------------------------------------- -  
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

 4,352,369 shares of Common Stock (See Item 4)
---------------------------------------------------------------------------- -  
10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES           
     CERTAIN SHARES (SEE INSTRUCTIONS)                         [ ]

---------------------------------------------------------------------------- -  
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               

9.9% (See Item 4)                             
---------------------------------------------------------------------------- -  
12      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                     

IN                                            
---------------------------------------------------------------------------- -  

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SCHEDULE 13G                                                                    
CUSIP NO. 927638403                                            PAGE 6 OF 9 PAGES

Item 1(a).  Name of Issuer:                                                     

Viragen, Inc. (the "Issuer")                            

Item 1(b).  Address of Issuer's Principal Executive Offices:                    

865 SW 78th Avenue                                      
Suite 100                                               
Plantation, Florida  33324                              

Item 2(a).  Names of Persons Filing:                                            

Alexandra Global Master Fund Ltd. ("Alexandra")         
Alexandra Investment Management, LLC ("Management")     
Mikhail A. Filimonov ("Filimonov")                      
Dimitri Sogoloff ("Sogoloff")                           

Item 2(b).  Address of Principal Business Office:                               

Alexandra - Citco Building, Wickams Cay, P.O. Box 662,  
Road Town, Tortola, British Virgin Islands              
Management - 767 Third Avenue, 39th Floor, New York,    
New York 10017                                          
Filimonov - 767 Third Avenue, 39th Floor, New York,     
New York 10017                                          
Sogoloff - 767 Third Avenue, 39th Floor, New York,      
New York 10017                                          

Item 2(c).  Place of Organization or Citizenship:                               

Alexandra - British Virgin Islands                      
Management - Delaware                                   
Filimonov - U.S.                                        
Sogoloff - U.S.                                         

Item 2(d).  Title of Class of Securities:                                       

  Common Stock, $.01 par value per share, of the Issuer (the
"Common Stock")                                         

Item 2(e).  CUSIP Number: 927638403                                             

Item 3.     This Schedule is filed pursuant to Rule 13d-1(c) by                 
Alexandra, Management, Filimonov and Sogoloff           

Item 4.     Ownership:                                                          

(a) Amount Beneficially Owned:                          

Alexandra: 4,352,369 shares*                    
Management: 4,352,369 shares*                   
Filimonov: 4,352,369 shares*                    
Sogoloff: 4,352,369 shares*                     

(b) Percent of Class:                                   

Alexandra: 9.9%*                                

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SCHEDULE 13G                                                                    
CUSIP NO. 927638403                                            PAGE 7 OF 9 PAGES

Management: 9.9%*                               
Filimonov: 9.9%*                                
Sogoloff: 9.9%*                                 

        (Based on 39,296,666 shares of Common Stock outstanding,
      as of November 7, 2005, as stated by the Issuer in its
    definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on December 15, 2005)   

(c) Number of Shares as to which the Person has:        

(i) sole power to vote or to direct the vote    

       -0-

(ii)shared power to vote or to direct the vote: 

4,352,369 shares of Common Stock*       

           (iii) sole power to dispose or to direct the disposition of

       -0-

            (iv) shared power to dispose or to direct the disposition of

4,352,369 shares of Common Stock*     

*The amount reported as beneficially owned by Alexandra include 124,366 shares  
of Common Stock. Certain of the shares of Common Stock reported as beneficially 
owned by Alexandra are shares of Common Stock that Alexandra has the right to   
acquire upon conversion of the Issuer's 7% Convertible Notes due 2008 (the      
"Notes") and exercise of the Issuer's Common Stock Purchase Warrants (the       
"Warrants"). The Notes and the Warrants contain limitations on the conversion or
exercise thereof which make the Notes inconvertible and the Warrants            
unexercisable to the extent the holder would upon conversion or exercise,       
beneficially own more than 9.9% of the Common Stock. The amount reported as     
beneficially owned is based on such limitations. In the absence of such         
limitations, the number of shares of Common Stock which Alexandra would have the
right to acquire upon conversion of the Notes would be 3,333,333 shares and the 
number of shares of Common Stock that Alexandra would have the right to acquire 
upon exercise of the Warrants would be 1,333,333 shares. This amount excludes   
shares of Common Stock issuable upon conversion of the Notes in respect of      
accrued and unpaid interest on the Notes at the time of conversion.             

Management serves as investment advisor to Alexandra. By reason of such         
relationship, Management may be deemed to share voting and dispositive power    
over the shares of Common Stock owned by Alexandra. Management disclaims        
beneficial ownership of the shares of Common Stock listed as beneficially owned 
by Alexandra or any other person reporting on this Schedule.                    

Filimonov serves as the Chairman, the Chief Executive Officer, a Managing Member
and the Chief Investment Officer of Management. Sogoloff serves as the          

SC 13G/A 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
SCHEDULE 13G                                                                    
CUSIP NO. 927638403                                            PAGE 8 OF 9 PAGES

President, a Managing Member and the Chief Risk Officer of Management. By reason
of such relationships, each of Filimonov and Sogoloff may be deemed to share    
voting and dispositive power over the shares of Common Stock listed as          
beneficially owned by Management. Filimonov and Sogoloff each disclaims         
beneficial ownership of the shares of Common Stock listed as beneficially owned 
by Management or any other person reporting on this Schedule.                   

Item 5.  Ownership of Five Percent or Less of a Class:                          

Not applicable                                                

Item 6.  Ownership of More Than Five Percent on Behalf of Another               
Person:                                                       

Not applicable                                                

Item 7.  Identification and Classification of the Subsidiary which              
Acquired the Security Being Reported on by the Parent         
Holding Company:                                              

Not applicable                                                

Item 8.  Identification and Classification of Members of the Group:             

Not applicable                                                

Item 9.  Notice of Dissolution of Group:                                        

Not applicable                                                

Item 10. Certification:                                                         

By signing below each signatory certifies that, to the best of its knowledge and
belief, the securities referred to above were not acquired and are not held for 
the purpose of or with the effect of changing or influencing the control of the 
issuer of the securities and were not acquired and are not held in connection   
with or as a participant in any transaction having that purpose or effect.      

Exhibits:                                                                       

      Exhibit I: Joint Filing Agreement, dated as of June 25, 2004, by and among
Alexandra, Management, Filimonov and Sogoloff (incorporated herein by reference 
to the exhibit with the same number filed with Schedule 13G filed by the persons
reporting on this Amendment No. 2).                                             

SC 13G/A Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th
SCHEDULE 13G                                                                    
CUSIP NO. 927638403                                            PAGE 9 OF 9 PAGES

 SIGNATURE

By signing below each signatory certifies that, to the best of its    
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the   
control of the issuer of the securities and were not acquired and are not held  
in connection with or as a participant in any transaction having that purpose or
effect.                                                                         

Date:February 14, 2006                                                          

ALEXANDRA GLOBAL MASTER FUND LTD.       

 By: ALEXANDRA INVESTMENT MANAGEMENT, LLC,
its Investment Advisor          

By: /s/ Mikhail A. Filimonov    
------------------------------  
Mikhail A. Filimonov            
Title: Managing Member          

ALEXANDRA INVESTMENT MANAGEMENT, LLC    

By: /s/ Mikhail A. Filimonov            
------------------------------          
Mikhail A. Filimonov                    
Title: Managing Member                  

/s/ Mikhail A. Filimonov                
----------------------------            
Mikhail A. Filimonov                    

/s/ Dimitri Sogoloff                    
----------------------------            
Dimitri Sogoloff

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G/A’ Filing	Date	First	Last	Other Filings

Filed on:	2/14/06	9		SC 13G, SC 13G/A
	12/31/05	1		10-Q
	12/15/05	7		8-K, DEF 14A
	11/7/05	7
	6/25/04	8		SC 13G
				List all Filings

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Filing Submission 0000950123-06-001746 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Alexandra Global Master Fund Ltd, et al. – ‘SC 13G/A’ on 2/14/06 re: Viragen Inc

On: Tuesday, 2/14/06, at 4:51pm ET · Accession #: 950123-6-1746 · File #: 5-39827

Previous ‘SC 13G’: ‘SC 13G/A’ on 2/14/06 · Next: ‘SC 13G/A’ on 2/14/06 · Latest: ‘SC 13G/A’ on 2/16/10

Amendment to Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents