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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTHFIELD LABORATORIES INC /DE/ [ NFLD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/11/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/15/2006 | 12/15/2006 | P | 107,500 | A | $15 | 2,182 | I | See Footnotes(1)(2) | |
Common Stock | 12/15/2006 | 12/15/2006 | S | 293,000 | D | $14.96 | 2,182 | I | See Footnotes(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $22.5 | 12/11/2006 | 12/11/2006 | S | 10 | 12/08/2006 | 05/19/2007 | Common Stock | 1,000 | $2.44 | 26,191 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $17.5 | 12/11/2006 | 12/11/2006 | S | 51 | 12/08/2006 | 02/17/2007 | Common Stock | 5,100 | $3.39 | 26,191 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $17.5 | 12/12/2006 | 12/12/2006 | S | 4 | 12/08/2006 | 02/17/2007 | Common Stock | 400 | $3.59 | 26,782 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $22.5 | 12/13/2006 | 12/13/2006 | P | 27 | 12/08/2006 | 01/20/2007 | Common Stock | 2,700 | $1.47 | 26,809 | I | See Footnotes(1)(2) | ||
Stock Option (right to sell) | $5 | 12/13/2006 | 12/13/2006 | P | 166 | 12/08/2006 | 01/20/2007 | Common Stock | 16,600 | $0.53 | 26,809 | I | See Footnotes(1)(2) | ||
Stock Option (right to sell) | $7.5 | 12/13/2006 | 12/13/2006 | P | 166 | 12/08/2006 | 01/20/2007 | Common Stock | 16,600 | $0.53 | 26,809 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $15.5 | 12/14/2006 | 12/14/2006 | S | 1 | 12/08/2006 | 02/17/2007 | Common Stock | 100 | $3.39 | 27,337 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $22.5 | 12/14/2006 | 12/14/2006 | P | 528 | 12/08/2006 | 01/20/2007 | Common Stock | 52,800 | $1.32 | 27,337 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $22.5 | 12/14/2006 | 12/14/2006 | S | 6 | 12/08/2006 | 05/19/2007 | Common Stock | 600 | $2.24 | 27,337 | I | See Footnotes(1)(2) | ||
Stock Option (right to sell) | $15 | 12/14/2006 | 12/14/2006 | P | 250 | 12/08/2006 | 01/20/2007 | Common Stock | 25,000 | $3.91 | 27,337 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $25 | 12/15/2006 | 12/16/2006 | P | 1,650 | 12/08/2006 | 01/20/2007 | Common Stock | 165,000 | $0.85 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $7.5 | 12/15/2006 | 12/16/2006 | P | 1,500 | 12/08/2006 | 01/20/2007 | Common Stock | 150,000 | $8.53 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $22.5 | 12/15/2006 | 12/16/2006 | P | 3,000 | 12/08/2006 | 01/20/2007 | Common Stock | 300,000 | $1.28 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $12.5 | 12/15/2006 | 12/16/2006 | P | 600 | 12/08/2006 | 12/16/2006 | Common Stock | 60,000 | $2.67 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $20 | 12/15/2006 | 12/16/2006 | S | 1 | 12/08/2006 | 05/19/2007 | Common Stock | 100 | $2.84 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to sell) | $15 | 12/15/2006 | 12/16/2006 | P | 3,046 | 12/08/2006 | 01/20/2007 | Common Stock | 304,600 | $4.08 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to sell) | $15 | 12/15/2006 | 12/16/2006 | S | 3,000 | 12/08/2006 | 01/20/2007 | Common Stock | 300,000 | $3.87 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to sell) | $15 | 12/15/2006 | 12/16/2006 | P | 1,775 | 12/08/2006 | 12/16/2006 | Common Stock | 177,500 | $0.26 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to sell) | $12.5 | 12/15/2006 | 12/16/2006 | P | 2,000 | 12/08/2006 | 12/16/2006 | Common Stock | 200,000 | $0.06 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $7.5 | 12/15/2006 | 12/16/2006 | H | 720 | 12/08/2006 | 12/16/2006 | Common Stock | 72,000 | $6.75 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $10 | 12/15/2006 | 12/16/2006 | H | 400 | 12/08/2006 | 12/16/2006 | Common Stock | 40,000 | $5.18 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $12 | 12/15/2006 | 12/16/2006 | H | 600 | 12/08/2006 | 12/16/2006 | Common Stock | 60,000 | $2.67 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $20 | 12/15/2006 | 12/16/2006 | H | 1,810 | 12/08/2006 | 12/16/2006 | Common Stock | 181,000 | $0 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $25 | 12/15/2006 | 12/16/2006 | H | 500 | 12/08/2006 | 12/16/2006 | Common Stock | 50,000 | $0 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $30 | 12/15/2006 | 12/16/2006 | H | 500 | 12/08/2006 | 12/16/2006 | Common Stock | 50,000 | $0 | 25,150 | I | See Footnotes(1)(2) | ||
Stock Option (right to buy) | $22.5 | 12/15/2006 | 12/16/2006 | H | 4,807 | 12/08/2006 | 12/16/2006 | Common Stock | 480,700 | $0 | 25,150 | I | See Footnotes(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These shares are held as follows: Atlas Master Fund, Ltd. ("AMF") owns 5.86% or 157,788 shares; Visium Balanced Fund, LP ("VBF") owns 21.92% or 590,226 shares; Visium Long Bias Fund, LP ("VLB") owns 9.41% or 253,377 shares; Visium Balanced Offshore Fund, Ltd. ("VBOF") owns 36.34% or 978,505 shares; and Visium Long Bias Offshore Fund Ltd. ("VLBOF") owns 25.85% or 696,047 shares. Additionally, Dmitry Balyasny owns 0.63% or 16,695 shares. By virtue of its position as investment advisor and/or sub-advisor to each of Atlas Master Fund, Ltd. ("AMF"), Atlas Global, LLC ("AG"), Atlas Global Investments, Ltd. ("AGI"), Atlas Global Investments II, Ltd. ("AGII"), Visium Balanced Fund LP ("VBF"), Visium Long Bias Fund LP ("VLB"), Visium Balanced Offshore Fund, Ltd. ("VBOF") and Visium Long Bias Offshore Fund Ltd. ("VLBOF"), Balyasny Asset Management L.P. may be deemed to beneficially own all 2,692,639 shares of Common Stock. |
2. By virtue of Atlas Global, LLC's ("AG") ownership of 10.79% of the equity interest in AMF, AG may be deemed to beneficially own the 157,788 shares of Northfield Laboratories, Inc.'s ("NFLD") stock that is beneficially owned by AMF. By virtue of Atlas Global Investments, Ltd. ("AGI") ownership of 83.72% of the equity interest in AMF, AGI may be deemed to beneficially own the 157,788 shares of NFLD stock that is beneficially owned by AMF. By virtue of Atlas Global Investments II, Ltd. ("AGII") ownership of 5.48% of the equity interest in AMF, AGII may be deemed to beneficially own the 157,788 shares of OTCI stock that is beneficially owned by AMF. |
/s/ BALYASNY ASSET MANAGEMENT L.P. | 12/13/2006 | |
/s/ DMITRY BALYASNY | 12/13/2006 | |
** 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. |