SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. ____)*
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HEMOSENSE, INC.
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(Name of Issuer)
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COMMON STOCK, par value $0.001 per share
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(Title of Class of Securities)
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423691104
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(CUSIP Number)
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November 1, 2005
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(Date of Event Which Requires Filing of this Statement
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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[ ] |
Rule 13d-1(b) |
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[X] |
Rule 13d-1(c) |
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[ ] |
Rule 13d-1(d) |
* |
The
remainder of this cover page shall be filled out for a reporting persons initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a
prior cover page. |
The information required on the
remainder of this cover page shall not be deemed to be filed for the purpose
of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. 423691104
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Page 2 of 14 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atlas Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
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(a) [ ] (b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
570,070 (See Item 4)
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
None
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
570,070 (See Item 4)
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
None |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,070 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*SEE INSTRUCTIONS
BEFORE FILLING OUT.
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CUSIP No. 423691104
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Page 3 of 14 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atlas Global, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
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(a) [ ] (b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
None
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
570,070 (See Item 4)
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
None
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
570,070 (See Item 4) |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,070 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*SEE INSTRUCTIONS
BEFORE FILLING OUT.
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CUSIP No. 423691104
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Page 4 of 14 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atlas Global Investments, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
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(a) [ ] (b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
None
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
570,070 (See Item 4)
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
None
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
570,070 (See Item 4) |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,070 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*SEE INSTRUCTIONS
BEFORE FILLING OUT.
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CUSIP No. 423691104
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Page 5 of 14 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atlas Global Investments II, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
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(a) [ ] (b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
None
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
570,070 (See Item 4)
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
None
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
570,070 (See Item 4) |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,070 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*SEE INSTRUCTIONS
BEFORE FILLING OUT.
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CUSIP No. 423691104
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Page 6 of 14 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Balyasny Asset Management L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
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(a) [ ] (b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
570,070 (See Item 4)
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
None
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
570,070 (See Item 4)
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
None |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,070 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*SEE INSTRUCTIONS
BEFORE FILLING OUT.
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CUSIP No. 423691104
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Page 7 of 14 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dmitry Balyasny
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
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(a) [ ] (b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
570,070 (See Item 4)
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
None
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
570,070 (See Item 4)
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
None |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,070 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*SEE INSTRUCTIONS
BEFORE FILLING OUT.
Item 1 |
(a) |
Name of Issuer: |
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HemoSense,
Inc. (the Company) |
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(b) |
Address
of Issuers Principal Executive Offices: |
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651
River Oaks Parkway San Jose, California 95134 |
Item 2 |
(a)-(c) |
This statement is filed on behalf of the following: |
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(1)
Atlas Master Fund, Ltd., a Cayman Islands corporation (AMF), with
its principal business office at c/o Walkers SPV Limited, Walker House,
P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands,
British West Indies. |
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(2)
Atlas Global, LLC, a Delaware limited liability company (AG), with
its principal business office at 181 West Madison, Suite 3600, Chicago, IL
60602. AG owns 19.1% of the equity interests in AMF. |
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(3)
Atlas Global Investments, Ltd., a Cayman Islands corporation (AGI1),
with its principal business office at c/o Walkers SPV Limited, Walker
House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman
Islands, British West Indies. AGI1 owns 73.4% of the equity interests in AMF. |
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(4)
Atlas Global Investments II, Ltd., a Cayman Islands corporation
(AGI2), with its principal business office at c/o Walkers SPV
Limited, Walker House, P.O. Box 908 GT, George Town, Grand
Cayman, Cayman Islands, British West Indies. AGI2 owns 7.5% of the equity
interests in AMF. |
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(5)
Balyasny Asset Management L.P., a Delaware limited partnership
(BAM), with its principal business office at 181 West Madison, Suite
3600, Chicago, IL 60602. BAM is the sole managing member of AG and is the
investment manager to each of AG, AGI1 and AGI2. |
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(6)
Dmitry Balyasny, a United States citizen whose business address is 181 West
Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing
member of the general partner of BAM. |
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(d) |
Title
of Class of Securities: |
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Common
Stock, $0.001 par value per share |
Page 8 of 14 Pages
Item 3 |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
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(a) |
Amount
Beneficially Owned: |
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(c) |
Number
of Shares as to which person has: |
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(i) |
sole
power to vote or to direct vote: |
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(ii) |
shared
power to vote or to direct vote: |
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(iii) |
sole
power to dispose or direct disposition of: |
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(iv) |
shared
power to dispose or to direct disposition of: |
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(a) |
Amount
Beneficially Owned: |
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By
virtue of its ownership of 19.1% of the equity interest in AMF, AG may be deemed to
beneficially own the 570,070 shares of the Companys Common Stock beneficially owned
by AMF.
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Page 9 of 14 Pages
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(c) |
Number
of Shares as to which person has: |
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(i) |
sole
power to vote or to direct vote: |
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(ii) |
shared
power to vote or to direct vote: |
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(iii) |
sole
power to dispose or direct disposition of: |
None
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(iv) |
shared
power to dispose or to direct disposition of: |
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(a) |
Amount
Beneficially Owned: |
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By
virtue of its ownership of 73.4% of the equity interest in AMF, AGI1 may be deemed to
beneficially own the 570,070 shares of the Companys Common Stock beneficially owned
by AMF.
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(c) |
Number
of Shares as to which person has: |
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(i) |
sole
power to vote or to direct vote: |
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(ii) |
shared
power to vote or to direct vote: |
Page 10 of 14 Pages
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(iii) |
sole
power to dispose or direct disposition of: |
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(iv) |
shared
power to dispose or to direct disposition of: |
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(a) |
Amount
Beneficially Owned: |
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By
virtue of its ownership of 7.5% of the equity interest in AMF, AGI2 may be deemed to
beneficially own the 570,070 shares of the Companys Common Stock beneficially owned
by AMF.
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(c) |
Number
of Shares as to which person has: |
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(i) |
sole
power to vote or to direct vote: |
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(ii) |
shared
power to vote or to direct vote: |
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(iii) |
sole
power to dispose or direct disposition of: |
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(iv) |
shared
power to dispose or to direct disposition of: |
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(a) |
Amount
Beneficially Owned: |
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By
virtue of its position as investment manager of each of AG, AGI1 and AGI2 and its role as
sole managing member of AG, BAM may be deemed to beneficially own the 570,070 shares of
the Companys Common Stock beneficially owned by AG, AGI1 and AGI2.
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Page 11 of 14 Pages
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(c) |
Number
of Shares as to which person has: |
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(i) |
sole
power to vote or to direct vote: |
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(ii) |
shared
power to vote or to direct vote: |
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(iii) |
sole
power to dispose or direct disposition of: |
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(iv) |
shared
power to dispose or to direct disposition of: |
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(a) |
Amount
Beneficially Owned: |
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By
virtue of his position as the sole managing member of the general partner of BAM, Mr.
Balyasny may be deemed to beneficially own the 570,070 shares of the Companys Common
Stock beneficially owned by BAM.
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(c) |
Number
of Shares as to which person has: |
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(i) |
sole
power to vote or to direct vote: |
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(ii) |
shared
power to vote or to direct vote: |
Page 12 of 14 Pages
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(iii) |
sole
power to dispose or direct disposition of: |
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(iv) |
shared
power to dispose or to direct disposition of: |
(1) |
The
total of 570,070 shares of the Companys Common Stock reported as
beneficially owned by the reporting persons on this Schedule 13G do not include
185,185 shares of the Companys Common Stock issuable upon the exercise of
a warrant held by AMF because such warrant is not exercisable until May 2,
2006. |
Item 5 |
Ownership
of Five Percent or Less of a Class: |
Item 6 |
Ownership
of More than Five Percent on Behalf of Another Person: |
Item 7 |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company: |
Item 8 |
Identification
and Classification of Members of the Group: |
Item 9 |
Notice
of Dissolution of Group: |
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By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect. |
Page 13 of 14 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: November 14, 2005.
ATLAS MASTER FUND, LTD. |
ATLAS GLOBAL INVESTMENTS II, LTD. |
By: /s/ Dmitry Balyasny |
By: /s/ Dmitry Balyasny |
Dmitry Balyasny |
Dmitry Balyasny |
Authorized Signatory |
Authorized Signatory |
ATLAS GLOBAL, LLC |
BALYASNY ASSET MANAGEMENT L.P. |
By: /s/ Dmitry Balyasny |
By: /s/ Dmitry Balyasny |
Dmitry Balyasny |
Dmitry Balyasny |
Authorized Signatory |
Authorized Signatory |
ATLAS GLOBAL INVESTMENTS, LTD. |
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By: /s/ Dmitry Balyasny |
/s/ Dmitry Balyasny |
Dmitry Balyasny |
Dmitry Balyasny |
Authorized Signatory |
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Page 14 of 14 Pages