SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(b)
(Amendment No 1)1
MacroPore Biosurgery, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
U55396 10 2
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(CUSIP Number)
February 15, 2005
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(Date of Event Which Requires Filing of this Statement)
Check appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
1The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in 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. U55396 10 2 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
Neil Gagnon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5 SOLE VOTING POWER
422,779
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 197,285
OWNED BY ---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 375,775
WITH ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,196,426
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,572,201
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
MacroPore Biosurgery, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
6740 Top Gun Street
San Diego, CA 92121
Item 2(a) Name of Person Filing:
Neil Gagnon
Item 2(b) Address of Principal Business Office or, if none, Residence:
1370 Avenue of the Americas
Suite 2002
New York, NY 10019
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Shares, par value $.001 per share
Item 2(e) CUSIP Number:
U55396 10 2
Item 3 Type of Reporting Person:
Not Applicable
Item 4 Ownership.
Item 4(a) Amount Beneficially Owned:
As of February 15, 2005, Neil Gagnon beneficially owned 1,572,201 shares of
Common Stock of MacroPore Biosurgery, Inc., which amount includes (i) 111,015
shares beneficially owned by Mr. Gagnon over which he has sole voting and sole
dispositive power; (ii) 43,829 shares beneficially owned by Mr. Gagnon over
which he has sole voting and shared dispositive power; (iii) 70,850 shares
beneficially owned by Lois Gagnon, Mr. Gagnon's wife, over which he has shared
voting and shared dispositive power; (iv) 2,195 shares held by Mr. Gagnon and
Mrs. Gagnon as Joint Tenants with Rights of Survivorship, over which he has
shared voting and shared dispositive power; (v) 85,590 shares held by the Lois
E. and Neil E. Gagnon Foundation (the "Foundation") (of which Mr. Gagnon is a
trustee) over which Mr. Gagnon has shared voting and shared dispositive power;
(vi) 38,650 shares held by the Gagnon Family Limited Partnership (the
"Partnership") (of which Mr. Gagnon is a partner) over which Mr. Gagnon has
shared voting and shared dispositive power; (vii) 63,260 shares held by the
Gagnon Grandchildren Trust (the "Trust") over which Mr. Gagnon has shared
dispositive but no voting power; (viii) 261,345 shares held by a hedge fund (of
which Mr. Gagnon is the principal) over which Mr. Gagnon has sole voting and
sole dispositive power; (ix) 3,415 shares held by the Gagnon Securities LLC P/S
Plan (the "Plan") (of which Mr. Gagnon is a trustee) over which Mr. Gagnon has
sole voting and sole dispositive power; (ix) 3,175 shares held by the Plan over
which Mr. Gagnon has sole voting and shared dispositive power; and (x) 888,877
shares held for certain customers of Gagnon Securities LLC (of which Mr. Gagnon
is the Managing Member and the principal owner) over which shares Mr. Gagnon has
shared dispositive but no voting power.
Item 4(b) Percent of Class:
11.3% beneficially owned by Mr. Gagnon. Calculation of percentage of
beneficial ownership is based on 13,927,184 shares of Issuer's Common Stock
outstanding as of October 25, 2004 as reported by the Issuer in its Quarterly
Report on Form 10-Q for the period ended September 30, 2004.
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 422,779
(ii) shared power to vote or to direct the vote: 197,285
(iii) sole power to dispose or to direct the disposition of: 375,775
(iv) shared power to dispose or to direct the disposition of: 1,196,426
Items 5-9. Not applicable.
Filing of this statement by the Reporting Person shall not be deemed an
admission that he beneficially owns the securities reported herein as held in
customer accounts at Gagnon Securities LLC, by the Foundation, the Partnership,
the Trust or the Plan. Mr. Gagnon expressly disclaims beneficial ownership of
all securities held in such customer accounts or by the Foundation, the
Partnership, the Trust or the Plan. No single client's interest as reported in
the customer accounts at Gagnon Securities LLC exceeds 5% of the outstanding
Common Stock.
Item 10 Certification.
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.
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.
March 2, 2005
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Date
/s/ Neil Gagnon
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Neil Gagnon