SEC Info - Blumberg Capital Management LLC, et al. - ‘4’ for 1/19/06 re: Cambridge Heart Inc.

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^*

AFB FUND LLC

(Last)

(First)

(Middle)

2050 CENTER AVENUE

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAMBRIDGE HEART INC [ CAMH ]

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)
1/19/06

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	1/19/06		C		310,778	A	⁽¹⁾	1,009,970	I	See Notes ⁽²⁾ ⁽³⁾
Common Stock	1/19/06		C		42,159	A	⁽¹⁾	136,929	I	See Notes ⁽²⁾ ⁽⁴⁾
Common Stock	1/19/06		S		1,009,970	D	$0.8	0	I	See Notes ⁽²⁾ ⁽³⁾ ⁽⁵⁾
Common Stock	1/19/06		S		136,929	D	$0.8	0	I	See Notes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	1/19/06		P		1,146,899	A	$0.8	2,929,571	I	See Notes ⁽²⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock								316,500	I	See Notes ⁽²⁾ ⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	1/19/06		C			23,906	5/12/03	⁽⁸⁾	Common Stock	310,778	⁽¹⁾	0	I	See Notes ⁽²⁾ ⁽³⁾
Series A Preferred Stock	⁽¹⁾	1/19/06		C			3,243	5/12/03	⁽⁸⁾	Common Stock	42,159	⁽¹⁾	0	I	See Notes ⁽²⁾ ⁽⁴⁾
Series A Preferred Stock	⁽⁹⁾							5/12/03	⁽⁸⁾	Common Stock	1,176,461 ⁽¹⁰⁾		90,497	I	See Notes ⁽²⁾ ⁽⁶⁾

1. Name and Address of Reporting Person^*

AFB FUND LLC

(Last)

(First)

(Middle)

2050 CENTER AVENUE

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLUMBERG LIFE SCIENCES FUND LP

(Last)

(First)

(Middle)

2050 CENTER AVENUE

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLUMBERG LIFE SCIENCES FUND LTD

(Last)

(First)

(Middle)

2050 CENTER AVENUE

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLUMBERG CAPITAL ADVISORS LLC

(Last)

(First)

(Middle)

2050 CENTER AVENUE

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLUMBERG CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

2050 CENTER AVENUE

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLUMBERG LOUIS

(Last)

(First)

(Middle)

2050 CENTER AVENUE

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLUMBERG LAURENCE J

(Last)

(First)

(Middle)

2050 CENTER AVENUE

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

Explanation of Responses:

(1) Shares of Series A Preferred Stock were converted, exempt for purposes of Section 16(b) of the Securities Exchange Act of 1934 as amended (the "Act") pursuant to Rule 16b-6 of the Act, into shares of Common Stock at a ratio of 1:13.

(2) Each of the reporting persons and the joint filers (individually, each a "Reporting Person" and collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of his or its (if any) pecuniary interest therein. The Reporting Persons may be deemed to be a "group" for purposes of Rule 16a-1(a)(1) of the Act and solely for purposes of such Rule are reporting beneficial ownership of the securities held by each of the other Reporting Persons as if beneficially owned by each Reporting Person.

(3) Securities held by Blumberg Life Sciences Fund, L.P. ("BLSF"). Blumberg Capital Advisors, L.L.C. ("BCA"), the general partner of BLSF, may be deemed to beneficially own these securities by virtue of its position as general partner of BLSF. Blumberg Capital Management, L.L.C. ("BCM") has been delegated investment advisory responsibilities in respect of BLSF by BCA. BCM may be deemed to beneficially own the securities held by BLSF by virtue of BCM's position as investment manager of BLSF. Laurence J. Blumberg is the managing member of both BCM and BCA. By virtue of his position as the managing member of BCM and BCA, Laurence J. Blumberg may be deemed to beneficially own the securities held by BLSF.

(4) Securities held by Blumberg Life Sciences Fund, Ltd. ("BLS"). BCM is the investment manager of BLS and may be deemed to beneficially own the securities held by BLS by virtue of its position as investment manager of BLS. By virtue of his position as the managing member of BCM, Laurence J. Blumberg may be deemed to beneficially own the securities held by BLS.

(5) Shares of Common Stock were sold by BLSF and BLS to AFB Fund, LLC ("AFB"), a New Jersey limited liability company of which Louis Blumberg is the manager and Laurence J. Blumberg is a member.

(6) Securities held by AFB. By virtue of Louis Blumberg's position as the manager of AFB, he may be deemed to beneficially own the securities held by AFB. By virtue of Laurence J. Blumberg's position as a member of AFB, he may be deemed to beneficially own the securities held by AFB.

(7) Securities held by Laurence J. Blumberg.

(8) No expiration date.

(9) Shares of Series A Preferred Stock are convertible into shares of Common Stock at a ratio of 1:13.

(10) Securities were previously acquired and reported on the Reporting Persons' Form 3 filed 6/9/03.

Remarks:

*** Each of the Reporting Persons disclaims beneficial ownership in the securities reported herein for purposes of Section 16(b) of the Act except to the extent of his or its, if any, pecuniary interest therein.

	AFB Fund, LLC*** by /s/ Louis Blumberg	1/23/06
	/s/ Laurence J. Blumberg***	1/23/06
	/s/ Louis Blumberg***	1/23/06
	Blumberg Capital Management, LLC*** by /s/ Laurence J. Blumberg, Principal	1/23/06
	Blumberg Life Sciences Fund, L.P.*** by Blumberg Capital Advisors, LLC, General Partner, by /s/ Laurence J. Blumberg, Principal	1/23/06
	Blumberg Life Sciences Fund, Ltd.*** by /s/ Laurence J. Blumberg, Director	1/23/06
	Blumberg Capital Advisors, LLC*** by /s/ Laurence J. Blumberg, Principal	1/23/06
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
C	Conversion of derivative security.
P	Open market or private purchase of non-derivative or derivative security.
S	Open market or private sale of non-derivative or derivative security.

Blumberg Capital Management LLC, et al. – ‘4’ for 1/19/06 re: Cambridge Heart Inc.

On: Monday, 1/23/06, at 6:16pm ET · For: 1/19/06 · As: 10% Owner · Accession #: 1082504-6-17 · File #: 0-20991

Previous ‘4’: ‘4’ on 1/6/06 for 1/4/06 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Blumberg Capital Management LLC, et al. – ‘4’ for 1/19/06 re: Cambridge Heart Inc.

On: Monday, 1/23/06, at 6:16pm ET · For: 1/19/06 · As: 10% Owner · Accession #: 1082504-6-17 · File #: 0-20991

Previous ‘4’: ‘4’ on 1/6/06 for 1/4/06 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents