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Cardium Therapeutics, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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141916106
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(CUSIP Number)
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February 13, 2012
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(Date of Event Which Requires Filing of this Statement)
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[_]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[_]
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Rule 13d-1(d)
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CUSIP No.
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141916106
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1.
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NAME OF REPORTING PERSONS
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Sabby Healthcare Volatility Master Fund, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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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
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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8,928,571
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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8,928,571
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,928,571
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.5
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| CO | ||||
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CUSIP No.
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141916106
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|||
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1.
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NAME OF REPORTING PERSONS
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Sabby Management, LLC
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||||
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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||||
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(b) [X]
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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
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Delaware, USA
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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||||
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5.
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SOLE VOTING POWER
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|||
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0
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||||
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6.
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SHARED VOTING POWER
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|||
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8,928,571
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||||
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7.
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SOLE DISPOSITIVE POWER
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|||
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0
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||||
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8.
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SHARED DISPOSITIVE POWER
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8,928,571
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||||
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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8,928,571
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||||
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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||||
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.5
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
| OO | ||||
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CUSIP No.
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141916106
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|||
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1.
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NAME OF REPORTING PERSONS
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Hal Mintz
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|||
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(a) [_]
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||||
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(b) [X]
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||||
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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
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USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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||||
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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|||
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8,928,571
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||||
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7.
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SOLE DISPOSITIVE POWER
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|||
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0
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||||
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8.
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SHARED DISPOSITIVE POWER
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|||
|
8,928,571
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||||
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
8,928,571
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
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[_]
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||||
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.5
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
| IN | ||||
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CUSIP No.
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141916106
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Item 1.
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(a).
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Name of Issuer:
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Cardium Therapeutics, Inc.
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(b).
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Address of issuer's principal executive offices:
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12255 El Camino Real, Suite 250, San Diego, CA 92130
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Item 2.
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(a).
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Name of person filing:
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Sabby Healthcare Volatility Master Fund, Ltd.
Sabby Management, LLC
Hal Mintz
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(b).
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Address or principal business office or, if none, residence:
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Sabby Healthcare Volatility Master Fund, Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands
Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458
Hal Mintz
c/o Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458
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(c).
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Citizenship:
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Sabby Healthcare Volatility Master Fund, Ltd. – Cayman Islands
Sabby Management, LLC – Delaware, USA
Hal Mintz - USA
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(d).
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Title of class of securities:
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Common stock (the “Common Stock”), par value $0.0001
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(e).
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CUSIP No.:
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141916106
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Item 3.
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If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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[_]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[_]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[_]
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[_]
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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||||||
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(a)
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Amount beneficially owned:
Sabby Healthcare Volatility Master Fund, Ltd. - 8,928,571
Sabby Management, LLC - 8,928,571
Hal Mintz - 8,928,571
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(b)
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Percent of class:
Sabby Healthcare Volatility Master Fund, Ltd. – 7.5%
Sabby Management, LLC - 7.5%
Hal Mintz - 7.5%
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|||||
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(c)
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Number of shares as to which the person has:
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|||||
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Sabby Healthcare Volatility Master Fund, Ltd.
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||||||
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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8,928,571
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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8,928,571
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Sabby Management, LLC
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||||||
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(i)
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Sole power to vote or to direct the vote
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0
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|||
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(ii)
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Shared power to vote or to direct the vote
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8,928,571
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|||
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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|||
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(iv)
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Shared power to dispose or to direct the disposition of
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8,928,571
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|||
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Hal Mintz
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||||||
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(i)
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Sole power to vote or to direct the vote
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0
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|
|||
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(ii)
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Shared power to vote or to direct the vote
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8,928,571
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|||
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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|||
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(iv)
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Shared power to dispose or to direct the disposition of
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8,928,571
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|||
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||||||
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As calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, Sabby Healthcare Volatility Master Fund, Ltd., Sabby Management, LLC and Hal Mintz each beneficially own 8,928,571 shares of the Issuer's common stock ("Common Stock"), representing approximately 7.5% of the Common Stock. Sabby Management, LLC and Hal Mintz do not directly own any shares of Common Stock, but each indirectly owns 8,928,571 shares of Common Stock. Sabby Management, LLC, a Delaware limited liability company, indirectly owns 8,928,571 shares of Common Stock because it serves as the investment manager of Sabby Healthcare Volatility Master Fund, Ltd., a Cayman Islands company (the "Company") which directly holds 8,928,571 shares of Common Stock. Mr. Mintz indirectly owns 8,928,571 shares of Common Stock in his capacity as manager of Sabby Management, LLC.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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|
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Not applicable
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Item 10.
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Certification.
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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.
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February 16, 2012
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(Date)
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|
|
Sabby Healthcare Volatility Master Fund, Ltd.
By: /s/ Victoria Chapman
Name: Victoria Chapman
Title: Authorized Person of TDF Management Ltd., a Director
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|
Sabby Management, LLC*
By: /s/ Robert Grundstein
Name: Robert Grundstein
Title: Chief Operating Officer
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/s/ Hal Mintz*
Hal Mintz
|
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Sabby Healthcare Volatility Master Fund, Ltd.
By: /s/ Victoria Chapman
Name: Victoria Chapman
Title: Authorized Person of TDF Management Ltd., a Director
|
|
Sabby Management, LLC
By: /s/ Robert Grundstein
Name: Robert Grundstein
Title: Chief Operating Officer
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|
/s/ Hal Mintz
Hal Mintz
|