Edgar Filing: HEMOSENSE INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â W Capital Partners Ironworks, LP

2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2005

3. Issuer Name and Ticker or Trading Symbol
HEMOSENSE INC [HEMO]

(Last)

(First)

(Middle)

ONE EAST 52ND STREET,Â 5TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-3 Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	487,500 ⁽³⁾	$ ⁽³⁾	D ⁽⁴⁾	Â
Series B-3 Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	632,911 ⁽³⁾	$ ⁽³⁾	D ⁽⁴⁾	Â
Series C-3 Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	1,657,226 ⁽³⁾	$ ⁽³⁾	D ⁽⁴⁾	Â
Common Stock Warrant (right to buy)	Â ⁽¹⁾	04/25/2010	Common Stock	4,216 ⁽⁵⁾	$ 9 ⁽⁵⁾	D ⁽⁴⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
W Capital Partners Ironworks, LP ONE EAST 52ND STREET 5TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
WCP I LLC ONE EAST 52ND STREET 5TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

/s/ Robert J. Migliorino, Managing Member of WCP I, L.L.C.		06/13/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Immediately.
(2)	Not applicable.
(3)	Pursuant to a 1-for-4 reverse stock split of the issuer's Common Stock effectuated on May 4, 2005, each share of Series A-3, B-3 and C-3 Preferred Stock will automatically convert into 0.25 shares of Common Stock immediately prior to the closing of the issuer's initial public offering to occur on or around June 17, 2005.
(4)	The reported securities are owned directly by W Capital Partners Ironworks, L.P., and indirectly by WCP I, L.L.C., as general partner of W Capital Partners Ironworks, L.P. WCP I, L.L.C. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(5)	Calculated based on an assumed exercise price of $9.00 per share, the mid-point of the price range of the issuer's initial public offering. The number of shares issuable upon the exercise of this warrant may be calculated by dividing $37,952 by the exercise price per share. The exercise price will be set at the price per share paid by the investors in the issuer's initial public offering.

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