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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(Print or Type Responses)
1. Name and Address of Reporting Person *
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AFB FUND LLC |
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2. Issuer Name and Ticker or Trading Symbol CAMBRIDGE HEART INC [CAMH]
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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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_____ Other (specify below)
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, 2050 CENTER AVENUE |
3. Date of Earliest Transaction (Month/Day/Year) 11/18/2004 |
FORT LEE,, NJ 07024 |
4. If Amendment, Date Original Filed
(Month/Day/Year) 11/22/2004 |
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 | 11/18/2004 |
| S |
| 89,000 | D |
$0.5582 | 2,093,272 | I | See footnotes (1) (2) |
Common Stock |
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| 316,500 | I | See footnotes (1) (3) |
Common Stock |
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| 466,128 | I | See footnotes (1) (4) |
Common Stock |
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| 63,180 | I | See footnotes (1) (5) |
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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 |
AFB FUND LLC 2050 CENTER AVENUE FORT LEE,, NJ 07024 |
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X
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BLUMBERG LIFE SCIENCES FUND LP 2050 CENTER AVENUE FORT LEE,, NJ 07024 |
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X
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BLUMBERG LIFE SCIENCES FUND LTD 2050 CENTER AVENUE FORT LEE,, NJ 07024 |
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X
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BLUMBERG CAPITAL ADVISORS LLC 2050 CENTER AVENUE FORT LEE,, NJ 07024 |
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X
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BLUMBERG CAPITAL MANAGEMENT LLC 2050 CENTER AVENUE FORT LEE,, NJ 07024 |
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X
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BLUMBERG LOUIS 2050 CENTER AVENUE FORT LEE,, NJ 07024 |
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X
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BLUMBERG LAURENCE J 2050 CENTER AVENUE FORT LEE,, NJ 07024 |
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X
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Signatures
/s/ Louis Blumberg, Manager for AFB Fund, LLC*** | |
03/11/2005 |
**Signature of Reporting Person | Date |
/s/ Laurence J. Blumberg*** | |
03/11/2005 |
**Signature of Reporting Person | Date |
/s/ Louis Blumberg*** | |
03/11/2004 |
**Signature of Reporting Person | Date |
/s/ Laurence J. Blumberg, Director for Blumberg Capital Management, L.L.C.*** | |
03/11/2005 |
**Signature of Reporting Person | Date |
/s/ Laurence J. Blumberg, Director for Blumberg Life Sciences Fund, L.P. *** By Blumberg Capital Advisors, LLC, General Partner | |
03/11/2005 |
**Signature of Reporting Person | Date |
/s/ Laurence J. Blumberg, Principal for Blumberg Life Sciences Fund, Ltd.*** | |
03/11/2005 |
**Signature of Reporting Person | Date |
/s/ Laurence J. Blumberg, Director for Blumberg Capital Advisors, LLC*** | |
03/11/2005 |
**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) | 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 11/22/2004. |
(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. |
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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