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Blumberg Life Sciences Fund Ltd., et al. 4/Afor11/18/04 re:Cambridge Heart Inc.

On: Wednesday, 3/16/05, at 5:23pm ET For: 11/18/04 As: 10% Owner Accession #: 898432-5-245 File #: 0-20991

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  As Of               Filer                 Filing    ForOnAs Docs:Size             Issuer                      Filing Agent

 3/16/05  Blumberg Life Sciences Fund Ltd.  4/A        10% Owner   1:15K  Cambridge Heart Inc.              K&L Gates LLP/DC/FA
          Blumberg Life Sciences Fund LP
          Afb Fund LLC
          Blumberg Louis
          Blumberg Capital Management LLC
          Blumberg Capital Advisors LLC
          Blumberg Laurence J

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider Form 4 SEA34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4/A         Amendment to Statement of Changes in Beneficial     HTML     14K 
                Ownership of Securities by an Insider --                         
                laurenceblumberg_ex.xml/2.2                                      





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

Form 4 Plain TextSEC WebsiteEDGAR System XML Data <?xml?> File


SEC Info rendering: Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider
FORM 4UNITED 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,NJ07024

(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)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/18/04
4. If Amendment, Date of Original Filed (Month/Day/Year)
11/22/04
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 11/18/04 S 89,000D$0.55822,093,272ISee footnotes (1) (2)
Common Stock 316,500ISee footnotes (1) (3)
Common Stock 466,128ISee footnotes (1) (4)
Common Stock 63,180ISee footnotes (1) (5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
AFB FUND LLC

(Last)(First)(Middle)
2050 CENTER AVENUE

(Street)
FORT LEE,NJ07024

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLUMBERG LIFE SCIENCES FUND LP

(Last)(First)(Middle)
2050 CENTER AVENUE

(Street)
FORT LEE,NJ07024

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLUMBERG LIFE SCIENCES FUND LTD

(Last)(First)(Middle)
2050 CENTER AVENUE

(Street)
FORT LEE,NJ07024

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLUMBERG CAPITAL ADVISORS LLC

(Last)(First)(Middle)
2050 CENTER AVENUE

(Street)
FORT LEE,NJ07024

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLUMBERG CAPITAL MANAGEMENT LLC

(Last)(First)(Middle)
2050 CENTER AVENUE

(Street)
FORT LEE,NJ07024

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLUMBERG LOUIS

(Last)(First)(Middle)
2050 CENTER AVENUE

(Street)
FORT LEE,NJ07024

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLUMBERG LAURENCE J

(Last)(First)(Middle)
2050 CENTER AVENUE

(Street)
FORT LEE,NJ07024

(City)(State)(Zip)
Explanation of Responses:
(1) 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 pecuniary interest therein. The Reporting Persons may be deemed to be a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and are reporting beneficial ownership of the securities held by each of the other Reporting Persons as if beneficially owned by each Reporting Person. The information contained in Table I and Table II of this Form 4 replaces, in its entirety, the Form 4 filed 11/22/04.
(2) These securities are held by AFB Fund, LLC ("AFB"), a New Jersey limited liability company of which Louis Blumberg is the manager and Laurence J. Blumberg is a member. By virtue of Louis Blumberg's position as a manager of AFB, he may be deemed to beneficially own the securities of 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.
(3) These securities are held by Laurence J. Blumberg.
(4) These securities are 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 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 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.
(5) These securities are 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.
Remarks:
*** Each of the Reporting Persons disclaims beneficial ownership in the securities reported herein except to the extent of his or its pecuniary interest herein.
/s/ Louis Blumberg, Manager for AFB Fund, LLC*** 3/11/05
/s/ Laurence J. Blumberg*** 3/11/05
/s/ Louis Blumberg*** 3/11/04
/s/ Laurence J. Blumberg, Director for Blumberg Capital Management, L.L.C.*** 3/11/05
/s/ Laurence J. Blumberg, Director for Blumberg Life Sciences Fund, L.P. *** By Blumberg Capital Advisors, LLC, General Partner 3/11/05
/s/ Laurence J. Blumberg, Principal for Blumberg Life Sciences Fund, Ltd.*** 3/11/05
/s/ Laurence J. Blumberg, Director for Blumberg Capital Advisors, LLC*** 3/11/05
** Signature of Reporting PersonDate
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 Code:
S Open market or private sale of non-derivative or derivative security.

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