FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
1. Name and Address of Reporting Person *
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LAURUS MASTER FUND LTD |
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2. Issuer Name and Ticker or Trading Symbol BIOVEST INTERNATIONAL INC [BVTI]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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__X__ Other (specify below)
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Disclaimed Group
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C/O LAURUS CAPITAL MANAGEMENT, LLC, 420 LEXINGTON AVE., SUITE 2840 |
3. Date of Earliest Transaction (Month/Day/Year) 05/07/2012 |
NEW YORK, NY 10170 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share | 05/07/2012 |
| S |
| 4,860 | D |
$0.4 | 1,826,459 (4) | I | By Laurus Master Fund, Ltd. (1) (2) (3) (4) |
Common Stock, par value $0.01 per share | 05/07/2012 |
| S |
| 2,683 | D |
$0.4 | 1,008,288 (5) | I | By Valens U.S. SPV I, LLC (1) (2) (3) (5) |
Common Stock, par value $0.01 per share | 05/07/2012 |
| S |
| 18,951 | D |
$0.4 | 7,121,819 (6) | I | By Valens Offshore SPV I, Ltd. (1) (2) (3) (6) |
Common Stock, par value $0.01 per share | 05/07/2012 |
| S |
| 11,906 | D |
$0.4 | 4,474,860 (7) | I | By PSource Structured Debt Ltd. (1) (2) (3) (7) |
Common Stock, par value $0.01 per share | 05/08/2012 |
| S |
| 9,510 | D |
$0.39 | 1,816,949 (4) | I | By Laurus Master Fund, Ltd. (1) (2) (3) (4) |
Common Stock, par value $0.01 per share | 05/08/2012 |
| S |
| 5,251 | D |
$0.39 | 1,003,037 (5) | I | By Valens U.S. SPV I, LLC (1) (2) (3) (5) |
Common Stock, par value $0.01 per share | 05/08/2012 |
| S |
| 37,085 | D |
$0.39 | 7,084,734 (6) | I | By Valens Offshore SPV I, Ltd. (1) (2) (3) (6) |
Common Stock, par value $0.01 per share | 05/08/2012 |
| S |
| 23,301 | D |
$0.39 | 4,451,559 (7) | I | By PSource Structured Debt Ltd. (1) (2) (3) (7) |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LAURUS MASTER FUND LTD C/O LAURUS CAPITAL MANAGEMENT, LLC 420 LEXINGTON AVE., SUITE 2840 NEW YORK, NY 10170 |
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X
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| Disclaimed Group |
PSource Structured Debt Ltd C/O LAURUS CAPITAL MANAGEMENT, LLC 420 LEXINGTON AVE., SUITE 2840 NEW YORK, NY 10170 |
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X
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| Disclaimed Group |
Valens U.S. SPV I, LLC C/O LAURUS CAPITAL MANAGEMENT, LLC 420 LEXINGTON AVE., SUITE 2840 NEW YORK, NY 10170 |
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X
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| Disclaimed Group |
Valens Offshore SPV I, Ltd. C/O LAURUS CAPITAL MANAGEMENT, LLC 420 LEXINGTON AVE., SUITE 2840 NEW YORK, NY 10170 |
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X
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| Disclaimed Group |
LAURUS CAPITAL MANAGEMENT LLC 420 LEXINGTON AVE., SUITE 2840 NEW YORK, NY 10170 |
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X
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| Disclaimed Group |
Valens Capital Management, LLC C/O LAURUS CAPITAL MANAGEMENT, LLC 420 LEXINGTON AVE., SUITE 2840 NEW YORK, NY 10170 |
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X
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| Disclaimed Group |
Signatures
/s/ Russell Smith, Russell Smith, Joint Official Liquidator (for the account of Laurus Master Fund, Ltd. (In Liquidation) and with no personal liability) | |
05/09/2012 |
**Signature of Reporting Person | Date |
/s/ Lara Hrafnkelsdottir, COO, CCO, Valens Capital Management, LLC | |
05/09/2012 |
**Signature of Reporting Person | Date |
/s/ Lara Hrafnkelsdottir, COO, CCO, Laurus Capital Management, LLC | |
05/09/2012 |
**Signature of Reporting Person | Date |
/s/Soondra Appavoo, Managing Director of PSource Capital, Ltd., its Investment Consultant and Authorized Signatory, PSource Structured Debt Limited | |
05/09/2012 |
**Signature of Reporting Person | Date |
/s/ Lara Hrafnkelsdottir, COO, CCO, Valens Capital Management, LLC, its investment manager and authorized signatory, Valens U.S. SPV I, LLC | |
05/09/2012 |
**Signature of Reporting Person | Date |
/s/ Lara Hrafnkelsdottir, COO, CCO, Valens Capital Management, LLC, its investment manager and authorized signatory, Valens Offshore SPV I, Ltd. | |
05/09/2012 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(1) | Laurus Master Fund, Ltd. (in Liquidation), a Cayman Islands company (the "Fund") is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this statement. Laurus Capital Management, LLC ("LCM") provides day-to-day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this statement, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and (Continued in footnote 2) |
(2) | Restated Investment Management Agreement dated as of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing are subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited, a Guernsey company ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of PSource. Valens Capital Management, LLC ("VCM") serves as investment manager to Valens U.S. SPV I, LLC, a Delaware limited liability company and Valens Offshore SPV I, Ltd., a Cayman Islands company. The JOLs share voting and investment power over the securities owned by the Fund. Each of the JOLs, LCM and VCM disclaims beneficial ownership of the securities reported herein except to the extent of such person's pecuniary interest, if any. (Continued in footnote 3). |
(3) | The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities covered by or described in this statement. |
(4) | Shares owned directly by Laurus Master Fund, Ltd. |
(5) | Shares owned directly by Valens U.S. SPV I, LLC |
(6) | Shares owned directly by Valens Offshore SPV I, Ltd. |
(7) | Shares owned directly by PSource Structured Debt Ltd. |
Remarks: * Prior to this statement, the reporting parties may have been deemed to be part of a group of entities that owned greater than 10% of the outstanding shares of the Issuer. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities covered by or described in this statement. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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