SCHEDULE 13G
CUSIP NO. 927638403 PAGE 1 OF 9 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Viragen, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
927638403
(CUSIP Number)
December 31, 2006
(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 disclosures provided in a prior cover page.
The information required on 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
CUSIP NO. 927638403 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Alexandra Global Master Fund Ltd.
98-0448776
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ] (See Item 6)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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5 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,001,292 shares of Common Stock (See Item 4)
EACH -----------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: -0-
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
5,001,292 shares of Common Stock (See Item 4)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,001,292 shares of Common Stock (See Item 4)
--------------------------------------------------------------------------------
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)
3.9% (See Item 4)
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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SCHEDULE 13G
CUSIP NO. 927638403 PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Alexandra Investment Management, LLC
13-4092583
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ] (See Item 6)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,001,292 shares of Common Stock (See Item 4)
EACH -----------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: -0-
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
5,001,292 shares of Common Stock (See Item 4)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,001,292 shares of Common Stock (See Item 4)
--------------------------------------------------------------------------------
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)
3.9% (See Item 4)
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
SCHEDULE 13G
CUSIP NO. 927638403 PAGE 4 OF 9 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mikhail A. Filimonov
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ] (See Item 6)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,001,292 shares of Common Stock (See Item 4)
EACH -----------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: -0-
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
5,001,292 shares of Common Stock (See Item 4)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,001,292 shares of Common Stock (See Item 4)
--------------------------------------------------------------------------------
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)
3.9% (See Item 4)
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
SCHEDULE 13G
CUSIP NO. 927638403 PAGE 5 OF 9 PAGES
Item 1(a). Name of Issuer:
Viragen, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
865 SW 78th Avenue
Suite 100
Plantation, Florida 33324
Item 2(a). Names of Persons Filing:
Alexandra Global Master Fund Ltd. ("Alexandra")
Alexandra Investment Management, LLC ("Management")
Mikhail A. Filimonov ("Filimonov")
Item 2(b). Address of Principal Business Office:
Alexandra - Citco Building, Wickams Cay, P.O. Box 662,
Road Town, Tortola, British Virgin Islands
Management - 767 Third Avenue, 39th Floor, New York, New York 10017
Filimonov - 767 Third Avenue, 39th Floor, New York, New York 10017
Item 2(c). Place of Organization or Citizenship:
Alexandra - British Virgin Islands
Management - Delaware
Filimonov - U.S.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value per share, of the Issuer (the "Common
Stock")
Item 2(e). CUSIP Number: 927638403
Item 3. This Schedule is filed pursuant to Rule 13d-1(c) by
Alexandra, Management and Filimonov
Item 4. Ownership:
(a) Amount Beneficially Owned:
Alexandra: 5,001,292 shares*
Management: 5,001,292 shares*
Filimonov: 5,001,292 shares*
(b) Percent of Class:
Alexandra: 3.9%*
Management: 3.9%*
Filimonov: 3.9%*
(Based on 120,285,104 shares of Common Stock outstanding, as
of December 18, 2006, as stated by
SCHEDULE 13G
CUSIP NO. 927638403 PAGE 6 OF 9 PAGES
the Issuer in its definitive Proxy Statement for its Annual
Meeting of Stockholders held on January 25, 2007)
(c) Number of Shares as to which the Person has:
(i) sole power to vote or to direct the vote
-0-
(ii) shared power to vote or to direct the vote:
5,001,292 shares of Common Stock*
(iii) sole power to dispose or to direct the disposition of
-0-
(iv) shared power to dispose or to direct the disposition of
5,001,292 shares of Common Stock*
* The amount reported as beneficially owned by Alexandra include 324,105
shares of Common Stock. Certain of the shares of Common Stock reported as
beneficially owned by Alexandra are shares of Common Stock that Alexandra
has the right to acquire upon conversion of the Issuer's 7% Convertible
Notes due 2008 (the "Notes") and exercise of the Issuer's Common Stock
Purchase Warrants (the "Warrants"). The number of shares of Common Stock
which Alexandra has the right to acquire upon conversion of the Notes is
3,333,333 shares and the number of shares of Common Stock that Alexandra
has the right to acquire upon exercise of the Warrants is 1,343,854 shares.
This amount excludes shares of Common Stock issuable upon conversion of the
Notes in respect of accrued and unpaid interest on the Notes at the time of
conversion.
Management serves as investment advisor to Alexandra. By reason of such
relationship, Management may be deemed to share voting and dispositive power
over the shares of Common Stock owned by Alexandra. Management disclaims
beneficial ownership of the shares of Common Stock listed as beneficially owned
by Alexandra or any other person reporting on this Schedule.
Filimonov serves as the Chairman, the Chief Executive Officer, a Managing Member
and the Chief Investment Officer of Management. By reason of such relationships,
Filimonov may be deemed to share voting and dispositive power over the shares of
Common Stock listed as beneficially owned by Management. Filimonov disclaims
beneficial ownership of the shares of Common Stock listed as beneficially owned
by Management or any other person reporting on this Schedule.
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 each of the Reporting Persons ceased to be the
beneficial owner of more than five percent of the
SCHEDULE 13G
CUSIP NO. 927638403 PAGE 7 OF 9 PAGES
class of securities, check the following [X]
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:
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 each signatory certifies that, to the best of its 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.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 14, 2007, by and
among Alexandra, Management and Filimonov.
SCHEDULE 13G
CUSIP NO. 927638403 PAGE 8 OF 9 PAGES
SIGNATURE
By signing below each signatory certifies that, to the best of its
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.
Date: February 14, 2007
ALEXANDRA GLOBAL MASTER FUND LTD.
By: ALEXANDRA INVESTMENT MANAGEMENT, LLC,
its Investment Advisor
By: /s/ Mikhail A. Filimonov
---------------------------------
Mikhail A. Filimonov
Title: Managing Member
ALEXANDRA INVESTMENT MANAGEMENT, LLC
By: /s/ Mikhail A. Filimonov
-------------------------------------
Mikhail A. Filimonov
Title: Managing Member
/s/ Mikhail A. Filimonov
-----------------------------------------
Mikhail A. Filimonov