- Statement of Ownership (SC 13G)
January 02 2009 - 5:08PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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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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o
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Rule 13d-1(d)
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*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 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).
CUSIP No. 29264A206
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1.
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Names of Reporting Persons
Portolan Capital Management, LLC
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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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o
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(b)
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o
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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
Delaware
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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
516,329
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6.
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Shared Voting Power
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7.
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Sole Dispositive Power
516,329
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8.
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Shared Dispositive Power
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
516,329
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
5.6
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12.
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Type of Reporting Person
(See Instructions)
IA
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CUSIP No. 29264A206
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1.
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Names of Reporting Persons
George McCabe
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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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o
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(b)
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o
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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
USA
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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
516,329
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6.
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Shared Voting Power
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7.
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Sole Dispositive Power
516,329
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8.
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Shared Dispositive Power
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
516,329
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
5.6
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12.
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Type of Reporting Person
(See Instructions)
IA
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2
Item 1.
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(a)
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Name of Issuer
Endwave Corp.
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(b)
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Address of Issuers
Principal Executive Offices
130 Baytech Drive, San Jose, CA 95134
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Item 2.
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(a)
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Name of Person Filing
This statement is being filed with respect to the shares of common stock
(Common Stock) of the Issuer beneficially owned (1) directly by Portolan
Capital Management, LLC, an unregistered investment adviser, in its capacity
as investment manager for various clients, and (2) indirectly by George
McCabe, the Manager of Portolan Capital Management, LLC. Portolan Capital Management, LLC and Mr.
McCabe are sometimes individually referred to herein as a Reporting Person
and collectively as the Reporting Persons.
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(b)
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Address of Principal
Business Office or, if none, Residence
Portolan Capital Management, LLC and George McCabe
2 International Place, FL
26, Boston, MA 02110
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(c)
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Citizenship
Portolan Capital Management, LLC DE
Mr. McCabe - USA
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(d)
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Title of Class of Securities
Common
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(e)
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CUSIP Number
29264A206
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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A non-U.S. institution in
accordance with § 240.13d1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with
§ 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with
§ 240.13d1(b)(1)(ii)(J),
please specify the type of institution:____________________________
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3
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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(a)
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Amount beneficially
owned:
516,329
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(b)
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Percent of class:
5.6
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to
direct the vote
516,329
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(ii)
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Shared power to vote or to
direct the vote
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(iii)
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Sole power to dispose or
to direct the disposition of
516,329
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(iv)
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Shared power to dispose or
to direct the disposition of
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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
o
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Not applicable
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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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Various persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock of Biosphere Medical Inc. No one persons interest in the Common Stock
of Biosphere Medical Inc. is more than five percent of the total outstanding
Common Stock.
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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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Not applicable
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4
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.
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January 2,
2009
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Date
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Portolan Capital Management, LLC
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By:
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/s/ George McCabe
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George McCabe, Manager
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/s/ George McCabe
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George McCabe
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ATTENTION
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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