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FORM 3
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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, 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)
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1. Name and Address of Reporting Person *
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Marshall Wace LLP |
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2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2005 |
3. Issuer Name and Ticker or Trading Symbol
STOCKERYALE INC [STKR]
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THE ADELPHI, 1-11 JOHN ADAM STREET |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5. If Amendment, Date Original Filed
(Month/Day/Year)
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LONDON, X0 WC2N 6HT |
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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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| Common Stock | 3,172,222 |
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| See Footnote (1) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
| 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. | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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| Warrants to Purchase Common Stock | 10/13/2005 | 08/12/2010 | Common Stock | 740,741 |
$1.17 | I | See Footnote (1) |
| Warrants to Purchase Common Stock | 10/13/2005 | 05/12/2010 | Common Stock | 250,000 |
$0.9 | I | See Footnote (1) |
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Marshall Wace LLP
THE ADELPHI
1-11 JOHN ADAM STREET
LONDON, X0 WC2N 6HT |
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EUREKA INTERACTIVE FUND LTD
HARBOUR CENTRE 2ND FLOOR
NORTH CHURCH ST PO BX 896
GEORGE TOWN, E9 00000 |
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Wace Ian
C/O MARSHALL WACE LLP, THE ADELPHI
1-11 JOHN ADAM STREET
LONDON, X0 WC2N-6HT |
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Hawtin Mark
C/O MARSHALL WACE LLP, THE ADELPHI
1-11 JOHN ADAM STREET
LONDON, X0 WC2N-6HT |
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Signatures
| /s/ MARSHALL WACE LLP, By: /s/ Mark Hawtin, Name: Mark Hawtin, Title: Partner | | 10/13/2005 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | See Exhibit 99.1 -- Continuation Sheet. |
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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