SC 13G 1 sc13g.txt VERMILLION, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 Vermillion, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92407M107 (CUSIP Number) August 27, 2007 (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 11 Pages CUSIP No. 92407M107 13G Page 2 of 11 Pages -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Highbridge International LLC -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (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 5,476,190 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 5,476,190 shares of Common Stock -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,476,190 shares of Common Stock -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.59% -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92407M107 13G Page 3 of 11 Pages -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Highbridge Capital Management, LLC 20-1901985 -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (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 5,476,190 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 5,476,190 shares of Common Stock -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,476,190 shares of Common Stock -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.59% -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92407M107 13G Page 4 of 11 Pages -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Glenn Dubin -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (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 5,476,190 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 5,476,190 shares of Common Stock -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,476,190 shares of Common Stock -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.59% -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IN -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92407M107 13G Page 5 of 11 Pages -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Henry Swieca -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (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 5,476,190 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 5,476,190 shares of Common Stock -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,476,190 shares of Common Stock -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.59% -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IN -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 92407M107 13G Page 6 of 11 Pages This statement on Schedule 13G (this "Statement") relates to the 5,476,190 shares (the "Owned Shares") of common stock, par value $0.001 per share (the "Common Stock"), of Vermillion, Inc., a Delaware corporation (the "Company"), held by Highbridge International LLC. In addition to the Owned Shares, the Reporting Persons (as defined below) may be deemed to beneficially own (i) 4,380,952 shares of Common Stock issuable to Highbridge International LLC upon the exercise of warrants to purchase shares of Common Stock and (ii) 5,550,000 shares of Common Stock issuable to Highbridge International LLC upon the conversion of $11,100,000 principal amount of 7.00% Convertible Senior Notes due 2011. However, pursuant to the terms of the relevant instruments, Highbridge International LLC cannot exercise or convert any of these warrants or convertible notes until such time as Highbridge International LLC would not beneficially own after any such exercise or conversion more than 4.99% of the outstanding Common Stock. Item 1. (a) Name of Issuer Vermillion, Inc. (the "Company") (b) Address of Issuer's Principal Executive Offices 6611 Dumbarton Circle Fremont, California 94555 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 IRS #: 20-1901985 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: State of Delaware GLENN DUBIN c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: United States HENRY SWIECA c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: United States CUSIP No. 92407M107 13G Page 7 of 11 Pages Item 2(d) Title of Class of Securities Common Stock, $0.001 par value Item 2(e) CUSIP Number 92407M107 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 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 of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association 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 investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] 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 the date of this filing, each of the Reporting Persons may be deemed the beneficial owner of 5,476,190 shares of Common Stock held by Highbridge International LLC. Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC. Glenn Dubin is a Co-Chief Executive Officer of Highbridge Capital Management, LLC. Henry Swieca is a Co-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 CUSIP No. 92407M107 13G Page 8 of 11 Pages Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of Common Stock owned by Highbridge International LLC. (b) Percent of class: The Company's Quarterly Report on Form 10-Q that was filed on August 13, 2007, indicates there were 39,263,842 shares of Common Stock outstanding as of July 31, 2007. In addition, the Company issued 24,500,000 shares of Common Stock on August 29, 2007, as disclosed in the Current Report on Form 8-K filed on August 29, 2007. Therefore, as of August 29, 2007, the total number of outstanding shares of the Company is 63,763,842. Based on the Company's outstanding shares of Common Stock, each of Highbridge International LLC, Highbridge Capital Management LLC, Glenn Dubin and Henry Swieca may be deemed to beneficially own 8.59% 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 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 See Exhibit I. Item 9. Notice of Dissolution of Group Not applicable. CUSIP No. 92407M107 13G Page 9 of 11 Pages Item 10. Certification By signing below each of the undersigned 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 September 5, 2007, by and among Highbridge International LLC, Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca. CUSIP No. 92407M107 13G Page 10 of 11 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: September 5, 2007 HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC By: Highbridge Capital Management, LLC its Trading Manager By: /s/ Carolyn Rubin By: /s/ Carolyn Rubin --------------------------------- ----------------------------------- Name: Carolyn Rubin Name: Carolyn Rubin Title: Managing Director Title: Managing Director /s/ Glenn Dubin /s/ Henry Swieca ------------------------------------- --------------------------------------- GLENN DUBIN HENRY SWIECA CUSIP No. 92407M107 13G Page 11 of 11 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 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 September 5, 2007 HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC By: Highbridge Capital Management, LLC its Trading Manager By: /s/ Carolyn Rubin By: /s/ Carolyn Rubin --------------------------------- ----------------------------------- Name: Carolyn Rubin Name: Carolyn Rubin Title: Managing Director Title: Managing Director /s/ Glenn Dubin /s/ Henry Swieca ------------------------------------ --------------------------------------- GLENN DUBIN HENRY SWIECA