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 WHEELER KURT

2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2005

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

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT,Â 111 HUNTINGTON AVE., 31ST FLOOR

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)
06/13/2005

(Street)

BOSTON,Â MAÂ 02199

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 C-3 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	14,149,452 ⁽²⁾	$ ⁽¹⁾	I	See Footnote ⁽²⁾
Common Stock Warrant (Right to Buy)	Â ⁽³⁾	04/25/2010	Common Stock	42,225 ⁽⁴⁾ ⁽⁶⁾	$ 5.5 ⁽⁴⁾ ⁽⁷⁾	I	See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WHEELER KURT C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR BOSTON,Â MAÂ 02199	Â X	Â X	Â	Â

Signatures

/s/ Kurt Wheeler		06/28/2005
^**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)	Each share of Series C-3 Preferred Stock will convert automatically into 0.25 shares of Common Stock immediately prior to the closing of the Issuer's initial public offering.
(2)	Does not reflect the conversion of the Series C-3 Preferred Stock into Common Stock. The shares are held as follows: 9,525,412 by MPM BioVentures II-QP, L.P. ("BV II QP"),1,051,305 by MPM BioVentures II, L.P. ("BV II"), 219,315 by MPM Asset Management Investors 2000B LLC ("AM 2000B") and 3,353,420 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. ("AM II GP") and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is a member of AM 2000B and AM II LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
(3)	Immediately.
(4)	Calculated based on an assumed exercise price of $5.50 per share. The number of shares issuable upon the exercise of this warrant may be calculated by dividing an aggregate of $232,237.50 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.
(5)	The shares are held as follows: 28,427 by BV II QP, 3,137 by BV II, 654 by AM 2000B and 10,007 by BV KG.
(6)	On June 13, 2005, the Reporting Person mistakenly filed a Form 3 reporting warrants for an aggregate of 25,804 shares of Common Stock. As of June 28, 2005, the Reporting Person owned warrants for an aggregate of 42,225 shares.
(7)	On June 13, 2005, the Reporting Person mistakenly filed a Form 3 reporting a conversion price of $9.00. As of June 28, 2005, the conversion price is $5.50.
Â Remarks: ThisÂ reportÂ isÂ beingÂ amendedÂ toÂ changeÂ theÂ DateÂ ofÂ EventÂ RequiringÂ StatementÂ toÂ JuneÂ 28,Â 2005,Â theÂ effectiveÂ dateÂ ofÂ theÂ Issuer'sÂ Registration StatementÂ onÂ FormÂ S-1.

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