UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13G/A
(Amendment #4)

Under the Securities Exchange Act of 1934

Information to be included in statements filed
pursuant to Rule 13d-1 (b) (c) and (d) and Amendments thereto
filed pursuant to Rule 13d-2 (b).

Dinewise, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

254447105
(CUSIP Number)

November 29, 2010
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:

[x] Rule 13d-1 (b)

[ ] 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 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).

SCHEDULE 13G

Issuer: Dinewise, Inc. CUSIP No.: 254447105

1 NAMES OF REPORTING PERSONS I.R.S.


IDENTIFICATION NOS. OF ABOVE PERSONS

MacKay Shields LLC
IRS# 13-4080466;

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)

3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware (United States)

NUMBER OF SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 0
WITH

9 AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 Total: 0

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0%

12 TYPE OF REPORTING PERSON

IA


SCHEDULE 13G

Issuer: Dinewise, Inc. CUSIP No.: 254447105

ITEM 1
(a) Name of Issuer:
Dinewise, Inc.

(b) Address of Issuer's Principal Executive Offices:


500 Bi-Country Boulevard, Suite 400
Farmingdale, NY 11735

ITEM 2(a) Name of Person Filing:
MacKay Shields LLC

(b) Address of Principal Business Office:
9 West 57th Street
New York, NY 10019

(c) Citizenship:
United States

(d) Title of Class of Securities:
Common Stock, $0.01 par value

(e) CUSIP Number: 254447105

ITEM 3
If this statement is filed pursuant to Sections 240. 13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78o);

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78C);

(d) [ ] Investment company registered under Section 8 of the Investment Company Act if 1940 (15 U.S.C. 80a-8);

(e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] A church plan that is excluded from the definition of an insurance company under
Section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(J).


SCHEDULE 13G

Issuer: Dinewise, Inc. CUSIP No.: 254447105

ITEM 4. Ownership.

MacKay Shields LLC, an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940, which acts as investment advisor to various clients is no longer deemed to be the beneficial owner of the Common Stock believed to be outstanding as a result of the sale of such Common Stock on behalf of such clients. The Common Stock previously held was received in connection with a plan of reorganization of the Issuer which was effective July 14, 2006.

ITEM 5. Ownership of Five Percent or Less of a Class.

Not Applicable

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not Applicable

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

Not Applicable

ITEM 8. Identification and Classification of Members of the Group.

Not Applicable

ITEM 9. Notice of Dissolution of Group

Not Applicable

ITEM 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect.

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.

Date: November 29, 2010

Signature: /s/ Rene A. Bustamante

Name/Title: Rene A. Bustamante
 Senior Managing Director and
 Chief Compliance Officer

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