- Statement of Changes in Beneficial Ownership (4)
September 14 2010 - 11:31AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SEPRACOR INC /DE/
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2. Issuer Name
and
Ticker or Trading Symbol
BIOSPHERE MEDICAL INC
[
BSMD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
84 WATERFORD DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/7/2010
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(Street)
MARLBOROUGH, MA 01752
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ 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. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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
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9/7/2010
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C
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1205000
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A
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(1)
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4429333
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D
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Common Stock
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9/10/2010
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D
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4429333
(2)
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D
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$4.38
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. 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
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7. Title and Amount of Securities Underlying Derivative Security
(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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Series A Convertible Preferred Stock
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$4.00
(3)
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9/7/2010
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C
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4820
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11/10/2004
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(4)
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Common Stock
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1205000
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$1000
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Certificate of Designations, Preferences and Rights of Series A Preferred Stock of BioSphere Medical, Inc. ("BioSphere"), as amended ("Certificate of Designations"), Sepracor Inc. converted 4,820 shares of Series A Convertible Preferred Stock, $0.01 par value per share ("Series A Convertible Preferred Stock"), of BioSphere into 1,205,000 shares of Common Stock, $0.01 par value per share ("Common Stock"), of BioSphere.
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(
2)
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Reflects shares of Common Stock that were exchanged for a cash payment of $4.38 per share in connection with the merger of Merit BioAcquistion Co. with and into BioSphere.
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(
3)
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Pursuant to the terms of the Certificate of Designations, shares of Series A Convertible Preferred Stock are convertible into such number of shares of Common Stock as is obtained by: (i) multiplying the number of shares of Series A Convertible Preferred Stock to be converted by $1,000, subject to certain adjustments, and adding to such product an amount equal to all declared but unpaid dividends and all accrued but unpaid dividends with respect to such shares; and (ii) dividing the result obtained pursuant to clause (i) by a conversion price of $4.00 per share, subject to certain adjustments.
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(
4)
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Not applicable -- there is no expiration date for the Series A Convertible Preferred Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SEPRACOR INC /DE/
84 WATERFORD DRIVE
MARLBOROUGH, MA 01752
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X
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Signatures
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/s/ Mark J. Wanda
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9/14/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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