UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Vermillion, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
92407M206
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the 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)
----------------
*The 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 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).
Page 1 of 8 Pages
CUSIP No. 92407M206 13G Page 2 of 8 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Highbridge International LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
38,763 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
38,763 shares of Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
38,763 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.49%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
OO
--------------------------------------------------------------------------------
CUSIP No. 92407M206 13G Page 3 of 8 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
38,763 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
38,763 shares of Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
38,763 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.49%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
OO
--------------------------------------------------------------------------------
CUSIP No. 92407M206 13G Page 4 of 8 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Glenn Dubin
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
38,763 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
38,763 shares of Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
38,763 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.49%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
--------------------------------------------------------------------------------
CUSIP No. 92407M206 13G Page 5 of 8 Pages
This Amendment No. 2 (this "Amendment") amends the statement on Schedule 13G
filed on September 5, 2007, as amended by Amendment No. 1 filed on February 10,
2009 (the "Original Schedule 13G" and the Original Schedule 13G as amended, the
"Schedule 13G") with respect to shares of common stock, par value $0.001 per
share (the "Common Stock") of Vermillion, Inc., a Delaware corporation (the
"Company"). Capitalized terms used herein and not otherwise defined in this
Amendment have the meanings set forth in the Schedule 13G. This Amendment amends
and restates Items 2(a), 2(b), 2(c), 4 and 5 in their entirety as set forth
below.
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
HIGHBRIDGE INTERNATIONAL LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: State of Delaware
GLENN DUBIN
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: United States
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of December 31, 2009, (i) Highbridge International LLC beneficially
owned 38,763 shares of Common Stock and (ii) each of the Reporting Persons may
have been deemed the beneficial owner of the 38,763 shares of Common Stock
beneficially owned by Highbridge International LLC.
Highbridge Capital Management, LLC is the trading manager of Highbridge
International LLC. Glenn Dubin is the Chief Executive Officer of Highbridge
Capital Management, LLC. The foregoing should not be construed in and of itself
as an admission by any Reporting Person as to beneficial ownership of Common
Stock owned by another Reporting Person. In addition, each of Highbridge Capital
Management, LLC and Glenn Dubin disclaims beneficial ownership of Common Stock
owned by Highbridge International LLC.
(b) Percent of class:
CUSIP No. 92407M206 13G Page 6 of 8 Pages
The Form of Securities Purchase Agreement, attached as Exhibit 10.1 to
the Company's Current Report on Form 8-K filed on December 29, 2009 indicates
there were 7,918,704 shares of Common Stock outstanding as of December 19, 2009.
Therefore, as of December 31, 2009, based on the Company's outstanding shares of
Common Stock, each of Highbridge International LLC, Highbridge Capital
Management LLC and Glenn Dubin may have been deemed to beneficially own 0.49% of
the outstanding shares of Common Stock of the Company. The foregoing should not
be construed in and of itself as an admission by any Reporting Person as to
beneficial ownership of shares of Common Stock owned by another Reporting
Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the
disposition of
See Item 4(a)
Item 5. Ownership of Five Percent or Less of a Class
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: [X]
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 3, 2010, by and among
Highbridge International LLC, Highbridge Capital Management, LLC and Glenn
Dubin.
CUSIP No. 92407M206 13G Page 7 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: February 3, 2010
HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva
By: /s/ John Oliva --------------------------
-------------------------- Name: John Oliva
Name: John Oliva Title: Managing Director
Title: Managing Director
/s/ Glenn Dubin
--------------------------
GLENN DUBIN
CUSIP No. 92407M206 13G Page 8 of 8 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the shares
of Common Stock, $0.001 par value, of Vermillion, Inc., is being filed, and all
amendments thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated as of February 3, 2010
HIGHBRIDGE CAPITAL MANAGEMENT, LLC HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva
-------------------------- By: /s/ John Oliva
Name: John Oliva --------------------------
Title: Managing Director Name: John Oliva
Title: Managing Director
/s/ Glenn Dubin
--------------------------
GLENN DUBIN