UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

 

Patient Safety Technologies, Inc.

(Name of Issuer)

Common Stock, $0.33 par value

(Title of Class Securities)

35252P105

(CUSIP Number)

Milton "Todd" Ault, III (310) 895-7778

Ault Glazer Asset Management LLC

1800 Century Park East, Suite 200, Los Angeles, CA 90067

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 19, 2006

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

*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 disclosure 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. 35252P105

SCHEDULE 13D

 

		1.	Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only)   Ault Glazer Asset Management LLC
		2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
		3.	SEC USE ONLY
		4.	Source of Funds (See Instructions)   OO
		5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  o
		6.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power   0
			8.	Shared Voting Power   3,375,830
			9.	Sole Dispositive Power   0
			10.	Shared Dispositive Power   3,375,830
		11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,375,830
		12.	Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares (See Instructions)   o
		13.	Percent of Class Represented by Amount in Row (11) Approximately 50.9% (based on approximately 6,636,889 shares outstanding as of December 15, 2006, as disclosed in Patient Safety Technologies Inc.'s ("PST") September 30, 2006 quarterly report to shareholders on Form 10Q, as filed with the Securities and Exchange Commission ("SEC") on December 19, 2006.
		14.	Type of Reporting Person   IA/HC

 

 

Page 2 of 11

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CUSIP No. 35252P105

SCHEDULE 13D

 

		1.	Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only)   Milton C. Ault, III
		2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
		3.	SEC USE ONLY
		4.	Source of Funds (See Instructions)   OO and PF
		5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  o
		6.	Citizenship or Place of Organization   USA
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power   0
			8.	Shared Voting Power   3,375,830
			9.	Sole Dispositive Power   0
			10.	Shared Dispositive Power   3,375,830
		11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,375,830
		12.	Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares (See Instructions)   o
		13.	Percent of Class Represented by Amount in Row (11) Approximately 50.9% (based on approximately 6,636,889 shares outstanding as of December 15, 2006, as disclosed in PST's September 30, 2006 quarterly report to shareholders on Form 10Q, as filed with the SEC on December 19, 2006.
		14.	Type of Reporting Person   IN/HC

 

 

Page 3 of 11

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CUSIP No. 35252P105

SCHEDULE 13D

 

		1.	Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only)   Melanie Glazer
		2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
		3.	SEC USE ONLY
		4.	Source of Funds (See Instructions)   OO and PF
		5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  o
		6.	Citizenship or Place of Organization   USA
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power   0
			8.	Shared Voting Power   3,375,830
			9.	Sole Dispositive Power   0
			10.	Shared Dispositive Power   3,375,830
		11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,375,830
		12.	Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares (See Instructions)   o
		13.	Percent of Class Represented by Amount in Row (11)   Approximately 50.9% (based on approximately 6,636,889 shares outstanding as of December 15, 2006, as disclosed in PST's September 30, 2006 quarterly report to shareholders on Form 10Q, as filed with the SEC on December 19, 2006.
		14.	Type of Reporting Person   IN

 

 

Page 5 of 11

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Page 6 of 11

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Item 3. Source and amount of Funds or other Consideration

 

The aggregate amount of funds used by Adviser to purchase shares of PST Common Stock as indicated in the chart in Item 5 was approximately $861,000.00. Such amount was derived from the Advisory Clients.

 

Item 4. Purpose of Transaction

 

On August 21, 2006, PST filed its June 30, 2006 quarterly report on Form 10QSB with the SEC (the “August 10QSB”), in which it disclosed that the total outstanding shares of common stock as of August 15, 2006 was 6,351,454. As of that date, the Reporting Persons beneficially owned approximately 54.3% of the securities of PST. On December 19, 2006, PST filed its September 30, 2006 quarterly report on Form 10QSB with the SEC (the “December 10QSB”), in which it disclosed that the total outstanding shares of common stock as of December 15, 2006 was 6,636,889. Based on the December 10QSB, as a result of an increase in the total outstanding shares of common stock of PST, the Reporting Persons may be deemed to own 50.9%.

 

The Reporting Persons are filing this Schedule 13D to reflect the decrease in the Reporting Persons' relative beneficial ownership of the Issuers' outstanding shares of Common Stock, resulting from the increase in the Issuer’s total outstanding shares of common stock as well as from the satisfaction of certain debt obligations owed by certain accounts managed by the Adviser and Ault, to a third party, by issuing equity securities, specifically PST common stock, owned by such accounts managed by the Adviser and Ault, as required by Rule 13d-2(a) of the 1934 Act.

 

Subject to availability at prices deemed favorable, the Reporting Persons may acquire additional shares of Common Stock of PST from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Persons may also dispose of shares of Common Stock of PST from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Person or persons affiliated therewith may also enter into transactions directly with PST with respect to the acquisition or disposition of shares, or otherwise.

 

Except as set forth above, the Reporting Persons have no present plans or intentions that relate to or that would result in any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to PST and the Common Stock, it should be noted that the possible activities of the Reporting Persons are subject to change at any time.

 

As a result of the purchases of the Preferred Stock, the Reporting Persons own approximately 98.2% of the outstanding shares of Preferred Stock and are entitled, pursuant to the provisions of PST's certificate of incorporation, to elect 2 of the 5 members of PST's board of directors.

 

Item 5. Interest in Securities of the Issuer

 

(a) Pursuant to Rule 13d-5(b) of the 1934 Act, each Reporting Person may be deemed as an individual to beneficially own the aggregate number of shares held by the Reporting Persons as a group. As a result, each Reporting Person may be deemed to beneficially own, as of the date hereof, approximately 3,375,830 shares of PST Securities, representing approximately 50.9% of PST's total number of outstanding shares. The percentage of Securities owned, as reported in this Statement, was calculated based upon the total number of outstanding shares as of December 15, 2006 (6,636,889) as disclosed in PST's September 30, 2006 quarterly report to shareholders on Form 10Q, as filed with the SEC on December 19, 2006, which represents the most recent available public filing containing such information.

 

(1) Adviser owned 3,375,830 shares (50.9%)

 

(2) Ault owned 3,375,830 shares (50.9%)

 

(3) Louis Glazer owned 3,375,830 shares (50.9%)

 

(4) Melanie Glazer owned 3,375,830 shares (50.9%)

 

(b) The responses of the Reporting Persons to Items 7 through 11 of the portions of the cover page of this Schedule 13D which relate to beneficial ownership of shares of the Securities are incorporated herein by reference.

 

Name	Transaction Date	Company	Transaction Type	Amount Bought or Sold	Price Transaction	Broker
Ault Glazer Asset Management, LLC	11/21/06	Patient Safety Technologies, Inc.	Sell	46,599	2.87	JEFF
Ault Glazer Asset Management, LLC	11/22/06	Patient Safety Technologies, Inc.	Sell	4,950	2.63	JEFF
**Ault Glazer Asset Management, LLC	12/8/06	Patient Safety Technologies, Inc.	Sell	71,570	1.25	WEDB