Edgar Filing: LOF PARTNERS LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

LIFE SCIENCES OPPORTUNITIES FUND II LP

2. Issuer Name and Ticker or Trading Symbol
IGI LABORATORIES, INC [IG]

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

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

(Last)

(First)

(Middle)

CARNEGIE HALL TOWER, 152 WEST 57TH STREET, 19TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2010

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/20/2010		C		2,382,167	A	⁽¹⁾	2,382,167	D ⁽²⁾
Common Stock	08/20/2010		C		13,310,657	A	⁽¹⁾	13,310,657	D ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B-1 Convertible Preferred Stock

⁽¹⁾

08/20/2010

152.844

⁽¹⁾

Common Stock

2,382,167

⁽¹⁾

D ⁽²⁾

Series B-1 Convertible Preferred Stock

⁽¹⁾

08/20/2010

854.035

⁽¹⁾

Common Stock

13,310,657

⁽¹⁾

D ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LIFE SCIENCES OPPORTUNITIES FUND II LP CARNEGIE HALL TOWER 152 WEST 57TH STREET, 19TH FLOOR NEW YORK, NY 10019		X
LIFE SCIENCES OPPORTUNITIES FUND INSTITTUTIONAL II LP CARNEGIE HALL TOWER 152 WEST 57TH STREET, 19TH FLOOR NEW YORK, NY 10019		X
LOF PARTNERS LLC CARNEGIE HALL TOWER 152 WEST 57TH STREET, 19TH FLOOR NEW YORK, NY 10019		X
SANDERS MORRIS HARRIS GROUP INC 600 TRAVIS, SUITE 5800 HOUSTON, TX 77002		X
SMH CAPITAL INC. 600 TRAVIS, SUITE 5800 HOUSTON, TX 77002		X
GALE JAMES C CARNEGIE HALL TOWER 152 WEST 57TH STREET, 19TH FLOOR NEW YORK, NY 10019	X	X
Erony Joyce CARNEGIE HALL TOWER 152 WEST 57TH STREET, 19TH FLOOR NEW YORK, NY 10019	X	X
BALL GEORGE L 600 TRAVIS, SUITE 5800 HOUSTON, TX 77002		X

Signatures

Life Sciences Opportunities Fund II, L.P., By: Signet Healthcare Partners, LLC, By: /s/ James C. Gale, Manager		08/24/2010
^**Signature of Reporting Person		Date
Life Sciences Opportunities Fund (Institutional) II, L.P., By: Signet Healthcare Partners, LLC, By: /s/ James C. Gale, Manager		08/24/2010
^**Signature of Reporting Person		Date
Signet Healthcare Partners, LLC, By: SMH Capital Inc., By: /s/ George L. Ball, Chief Executive Officer		08/24/2010
^**Signature of Reporting Person		Date
Sanders Morris Harris Group, Inc. By: /s/ George L. Ball, Chief Executive Officer		08/24/2010
^**Signature of Reporting Person		Date
Sanders Morris Harris Inc., By: /s/ George L. Ball, Chief Executive Officer		08/24/2010
^**Signature of Reporting Person		Date
/s/ James C. Gale		08/24/2010
^**Signature of Reporting Person		Date
/s/ Joyce Erony		08/24/2010
^**Signature of Reporting Person		Date
/s/ George L. Ball		08/24/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Pursuant to the terms of the Certificate of Designation, shares of Series B-1 Convertible Preferred Stock (the "Series B-1 Preferred Stock") automatically convert into shares of common stock upon the date that the Closing Price (as defined in the Certificate of Designation) of the common stock shall have exceeded $1.20 for a period of twenty-five (25) consecutive trading days immediately preceding such date. Specifically, shares of Series B-1 Preferred Stock convert into 14,634 shares of common stock, plus such number of shares of common stock as shall equal (x) the accrued and unpaid dividends on the Series B-1 Preferred Stock divided by (y) $0.41. On August 19, 2010, the Closing Price of the common stock was $1.29, which was the twenty-fifth day for which the Closing Price of the common stock exceeded $1.20. As of August 19, 2010, the accrued and unpaid dividends on all outstanding shares of Series B-1 Preferred Stock amounted to $392,844.49.
(2)	These securities are owned directly by Life Sciences Opportunities Fund II, L.P. and indirectly by Signet Healthcare Partners, LLC ("General Partner"), the general partner of Life Sciences Opportunities Fund (Institutional) II, L.P., James C. Gale, the chief investment officer, a manager and member of the General Partner, Sanders Morris Harris, Inc. ("SMH"), the controlling member of the General Partner, Sanders Morris Harris Group, Inc. ("SMHG"), the parent company of SMH, Joyce Erony, a director of IGI Laboratories, Inc. and a managing director of the General Partner and George L. Ball, a manager of the General Partner and Chief Executive Officer and a director of SMH and SMHG. The General Partner, Mr. Gale, SMH, SMHG, Ms. Erony and Mr. Ball disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any.
(3)	These securities are owned directly by Life Sciences Opportunities Fund (Institutional) II, L.P. and indirectly by the General Partner, Mr. Gale, SMH, SMHG, Ms. Erony and Mr. Ball. The General Partner, Mr. Gale, SMH, SMHG, Ms. Erony and Mr. Ball disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any.
Remarks: This is a joint filing by Life Sciences Opportunities Fund (Institutional) II, L.P., Life Sciences Opportunities Fund II, L.P., the General Partner, Mr. Gale, SMH, SMHG, Ms. Erony and Mr. Ball. Life Sciences Opportunities Fund II, L.P. is the designated filer for Life Sciences Opportunities Fund (Institutional) II, L.P., General Partner, Mr. Gale, SMH, SMHG, Ms. Erony and Mr. Ball. The address of each filer is the same as the designated filer except SMH, SMHG and Mr. Ball, which is 600 Travis, Suite 5800, Houston, Texas 77002. Ms. Erony and Mr. Gale currently serve on the IGI Laboratories, Inc. board of directors.

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