Sec Form 4 Filing - Talon Opportunity Partners, L.P. @ AspenBio Pharma, Inc. - 2006-04-03

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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
Talon Opportunity Partners, L.P.
2. Issuer Name and Ticker or Trading Symbol
AspenBio Pharma, Inc. [ APNB]
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)
C/O TALON ASSET MANAGEMENT, LLC, ONE NORTH FRANKLIN, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
04/03/2006
(Street)
CHICAGO, IL60606
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 04/03/2006 S 2,339,338 D $ 1.4 0 D ( 1 )
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
Warrants (right to buy) $ 1.35 04/03/2006 S 1,142,857 05/05/2005 05/05/2010 Common shares 1,142,857 $ 0.01 0 D ( 1 )
Warrants (right to buy) $ 1.5 04/03/2006 S 1,142,857 08/20/2004 07/30/2009 Common shares 1,142,857 $ 0.01 0 D ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Talon Opportunity Partners, L.P.
C/O TALON ASSET MANAGEMENT, LLC
ONE NORTH FRANKLIN, SUITE 900
CHICAGO, IL60606
X
Talon Opportunity Managers, L.L.C.
C/O TALON ASSET MANAGEMENT, LLC
ONE NORTH FRANKLIN, SUITE 900
CHICAGO, IL60606
X
Signatures
Terry Diamond 04/05/2006
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein were owned directly by Talon Opportunity Partners, L.P. ("Limited Partnership"), and indirectly by Talon Opportunity Managers, L.L.C., as the General Partner of the Limited Partnership. Talon Opportunity Managers, L.L.C. may be deemed to be the beneficial owner of the Issuer's securities held by the Limited Partnership. Talon Opportunity Managers, L.L.C. disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities representing Talon Opportunity Managers, L.L.C.'s pro rata interest in the profits of the Limited Partnership.

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