SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE
13d-2(b)
(Amendment
No 2)1
Cytori
Therapeutics, Inc. (f/k/a MacroPore Biosurgery, Inc.)
(Name
of Issuer)
Common
Stock, $.001par value
(Title
of Class of Securities)
23283
K 10 5
(CUSIP
Number)
December
31, 2005
(Date
of Event Which Requires Filing of this Statement)
Check
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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[
]
|
Rule
13d-1(b)
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|
[X]
|
Rule
13d-1(c)
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|
[
]
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Rule
13d-1(d)
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1The
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).
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CUSIP
NO. 23283K 105
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Page
2 of 5 Pages
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1
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NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES
ONLY)
Neil
Gagnon
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|
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ ]
(b)
[X]
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|
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3
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SEC
USE ONLY
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|
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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|
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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
780,154
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6
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SHARED
VOTING POWER
384,835
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7
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SOLE
DISPOSITIVE POWER
729,943
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8
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SHARED
DISPOSITIVE POWER
1,311,053
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|
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,040,996
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [
]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.4%
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12
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TYPE
OF REPORTING PERSON*
IN
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*SEE
INSTRUCTION BEFORE FILLING OUT!
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Item
1(a).
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Name
of Issuer:
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Cytori
Therapeutics, Inc. (f/k/a MacroPore Biosurgery, Inc.)
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Item
1(b).
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Address
of Issuer's Principal Executive
Offices:
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3020
Callan Road
San
Diego, CA 92121
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Item
2(a).
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Name
of Person Filing:
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Neil
Gagnon
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Item
2(b).
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Address
of Principal Business Office or, if none,
Residence:
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1370
Avenue of the Americas
Suite
2400
New
York,
NY 10019
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Item
2(c).
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Citizenship:
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United
States of America
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Item
2(d).
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Title
of Class of Securities:
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Common
Shares, par value $.001 per share
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Item
2(e).
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CUSIP
Number:
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23283
K
10 5
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Item
3.
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Type
of Reporting Person:
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Not
Applicable
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Item
4.
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Ownership.
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Item
4(a).
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Amount
Beneficially Owned:
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As
of
December 31, 2005, Neil Gagnon beneficially owned 2,040,996 shares of Common
Stock of Cytori Therapeutics, Inc. (f/k/a MacroPore Biosurgery, Inc.), which
amount includes (i) 386,798 shares beneficially owned by Mr. Gagnon over which
he has sole voting power and sole dispositive power; (ii) 46,736 shares
beneficially owned by Mr. Gagnon over which he has sole voting power and shared
dispositive power; (iii) 220,215 shares beneficially owned by Lois Gagnon,
Mr.
Gagnon’s wife, over which he has shared voting power and shared dispositive
power; (iv)
2,480
shares held by Mr. Gagnon and Mrs. Gagnon as Joint Tenants with Rights of
Survivorship, over which he has shared voting power and shared dispositive
power; (v)
85,590
shares held by the Lois E. and Neil E. Gagnon Foundation (the “Foundation”) of
which Mr. Gagnon is a trustee and over which Mr. Gagnon has shared voting power
and shared dispositive power; (vi) 76,550 shares held by the Gagnon Family
Limited Partnership (the “Partnership”) of which Mr.
Gagnon is a partner and over which he has shared voting power and shared
dispositive power; (vii) 63,260 shares held by the Gagnon Grandchildren Trust
(the “Trust”) over which Mr. Gagnon has shared dispositive power but no voting
power; (viii) 339,730 shares held by four hedge funds (collectively, the
“Funds”) of which Mr. Gagnon is either the principal executive officer of the
manager or the managing member of a member of the general partner and over
which
he has sole voting power and sole dispositive power; (ix)
3,415 shares held by the Gagnon Securities Profit Sharing Plan and Trust (the
“Plan”) of which Mr. Gagnon is a trustee and over which he has sole voting power
and sole dispositive power; (ix) 3,475 shares held by the Plan over which Mr.
Gagnon has sole voting power and shared dispositive power; and (x) 812,747
shares
held for certain customers of Gagnon Securities LLC, of which Mr. Gagnon is
the
managing member and the principal owner and over which he has shared dispositive
power but no voting power.
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Item
4(b).
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Percent
of Class:
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13.4%
beneficially owned by Mr. Gagnon. Calculation of percentage of beneficial
ownership is based on 15,249,783 shares of Issuer’s Common Stock outstanding as
of October 31, 2005 as reported by the Issuer in its Quarterly Report on Form
10-Q for the period ended September 30, 2005.
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Item
4(c).
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Number
of shares as to which such person
has:
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(i)
sole
power to vote or to direct the vote: 780,154
(ii)
shared power to vote or to direct the vote: 384,835
(iii)
sole power to dispose or to direct the disposition of: 729,943
(iv)
shared power to dispose or to direct the disposition of: 1,311,053
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Items
5-9.
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Not
applicable.
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Filing
of
this statement by Mr. Gagnon shall not be deemed an admission that he
beneficially owns the securities reported herein as held in customer accounts
at
Gagnon Securities LLC, by the Foundation, the Partnership, the Trust, the Funds
or the Plan. Mr. Gagnon expressly disclaims beneficial ownership of all
securities held in such customer accounts or by the Foundation, the Partnership,
the Trust, the Funds or the Plan. No single client's interest as reported in
the
customer accounts at Gagnon Securities LLC exceeds 5% of the outstanding Common
Stock of the Issuer.
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my 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.
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.
Februray
7, 2006
Date
/s/
Neil Gagnon
Neil
Gagnon