Sec Form 4 Filing - Vicis Capital, LLC @ AMBIENT CORP /NY - 2012-05-23

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Vicis Capital, LLC
2. Issuer Name and Ticker or Trading Symbol
AMBIENT CORP /NY [ AMBT]
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)
445 PARK AVENUE, SUITE 1901
3. Date of Earliest Transaction (MM/DD/YY)
05/23/2012
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 05/23/2012 S 166,000 D $ 4.5 13,716,083 ( 3 ) I ( 1 ) By Vicis Capital Master Fund
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock $ 25 ( 2 ) 09/30/2012 Common Stock 50,000 ( 3 ) 50,000 I ( 1 ) By Vicis Capital Master Fund
Warrant to Purchase Common Stock $ 20 ( 2 ) 12/30/2012 Common Stock 500,000 ( 3 ) 500,000 I ( 1 ) By Vicis Capital Master Fund
Warrant to Purchase Common Stock $ 25 ( 2 ) 06/28/2012 Common Stock 50,000 ( 3 ) 50,000 I ( 1 ) By Vicis Capital Master Fund
Warrant to Purchase Common Stock $ 3.5 ( 2 ) 11/01/2012 Common Stock 59,167 ( 3 ) 59,167 I ( 1 ) By Vicis Capital Master Fund
Warrant to Purchase Common Stock $ 3.5 ( 2 ) 01/15/2013 Common Stock 76,071 ( 3 ) 76,071 I ( 1 ) By Vicis Capital Master Fund
Warrant to Purchase Common Stock $ 3.5 ( 2 ) 04/23/2013 Common Stock 4,900 ( 3 ) 4,900 I ( 1 ) By Vicis Capital Master Fund
Warrant to Purchase Common Stock $ 3.5 ( 2 ) 07/31/2012 Common Stock 14,895 ( 3 ) 14,895 I ( 1 ) By Vicis Capital Master Fund
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vicis Capital, LLC
445 PARK AVENUE, SUITE 1901
NEW YORK, NY10022
X
Vicis Capital Master Fund
445 PARK AVENUE, SUITE 1901
NEW YORK, NY10022
X
Signatures
/s/ Andrew Comito, Compliance Officer, Vicis Capital LLC 05/25/2012
Signature of Reporting Person Date
/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund 05/25/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares.
( 2 )Immediately.
( 3 )The number of shares of Common Stock reported as beneficially owned on this Form 4 takes into account the 1-for-100 reverse stock split effected by the Issuer on July 18, 2011.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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