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[ X
]
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Rule
13d-1(b)
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|
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[ ]
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Rule
13d-1(c)
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[ ]
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Rule
13d-1(d)
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CUSIP
No.
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379887102
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||||
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1)
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Name
of Reporting Persons.
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Vicis
Capital LLC
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2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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||||
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(a)
[ ]
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|||||
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(b)
[ ]
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3)
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SEC
Use Only
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4)
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Citizenship
or Place of Organization
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Delaware
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Number
of
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5)
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Sole
voting power
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4,650,312
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||
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Shares
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|||||
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Beneficially
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6)
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Shared
voting power
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None
|
||
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Owned
by
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|||||
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Each
Reporting
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7)
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Sole
dispositive power
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4,650,312
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||
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Person
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|||||
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With
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8)
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Shared
dispositive power
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None
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||
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9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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4,650,312
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10)
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
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(See
Instructions) [ ]
|
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11)
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Percent
of Class Represented by Amount in Row (9)
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9.99%
|
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12)
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Type
of reporting person.
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IA
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Item
1(a)
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Name of
Issuer:
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Item
1(b)
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Address of Issuer’s
Principal Executive Offices:
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Item
2(a)
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Name of Person
Filing:
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Item
2(b)
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Address of Principal
Business Office or, if none,
Residence:
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Item
2(c)
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Citizenship:
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Item
2(d)
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Title of Class of
Securities:
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Item
2(e)
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CUSIP
Number:
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|
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(a)
|
[
]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
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(b)
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[
]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[
]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[
]
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Investment
company registered under section 8 of the Investment Company Act (15
U.S.C. 80a-8).
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(e)
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[X]
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
|
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(f)
|
[
]
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
|
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(g)
|
[
]
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A
parent holding company or control plan, in accordance with
§240.13d-1(b)(1)(ii)(G). (Note: See Item
7).
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(h)
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[
]
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A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
|
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(i)
|
[
]
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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)
|
|
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(j)
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[
]
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J).
|
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(k)
|
[
]
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
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All
4,650,312 shares reported on this Schedule are held directly by Vicis Capital
Master Fund, for which Vicis Capital LLC acts as investment
advisor. Vicis Capital LLC may be deemed to beneficially
own such 4,650,312 shares within the meaning of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended, by virtue of the voting
and dispositive power over such shares granted by Vicis Capital Master
Fund to Vicis Capital LLC. The voting and dispositive power
granted to Vicis Capital LLC by Vicis Capital Master Fund may be
revoked at any time. Vicis Capital
LLC disclaims beneficial ownership of any shares reported on this
Schedule.
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(b)
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Percent of
Class:
|
|
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9.99%. Based
upon 46,549,673 shares of the Issuer’s Common Stock outstanding at
November 12, 2008, as reported by Glowpoint, Inc. in its Quarterly
Report on Form 10-Q for the period ended September 30, 2008 filed on
November 12, 2008, and taking into account the limitations contained
in the Issuer’s Series A Convertible Preferred Stock and each of the
Issuer’s warrants to purchase Common Stock that are owned by Vicis, which
limitations prevent Vicis from converting such Series A Convertible
Preferred Stock or exercising such warrants if such conversion or
exercise, respectively, would result in Vicis beneficially owning greater
than 9.99% of the common stock outstanding at such
time.
|
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(c)
|
Number of shares as to
which such person has:
|