UNITED STATES
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 13d-2(b)
(AMENDMENT NO.2)*
Sontra Medical Corporation
--------------------------
(Name of Issuer)
Common Stock, par value $.01
----------------------------
(Title of Class of Securities)
83568W109
---------
(CUSIP Number)
December 31, 2006
-----------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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
disclosures provided in a prior cover page.
The information required on 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).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Private Opportunities Holding Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
19,911
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
19,911
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,911
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Multi-Strategy Holding Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
27,882
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
27,882
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,882
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Capital Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
47,793
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
47,793
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,793
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
47,793
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
47,793
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,793
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Howard I. Fischer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
47,793
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
47,793
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,793
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Platek
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
47,793
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
47,793
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,793
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Lepore
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
47,793
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
47,793
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,793
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dwight Nelson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
47,793
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
47,793
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,793
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed pursuant to Rule 13d-2(b) promulgated under the
Securities Exchange Act of 1934, as amended, with respect to the shares of
common stock (the "Common Stock") of Sontra Medical Corporation (the "Issuer")
beneficially owned by the Reporting Persons identified below as of December 31,
2006, and amends and supplements the Schedule 13G originally filed January 5,
2005, as amended (collectively, the "Schedule 13G"). Except as set forth herein,
the Schedule 13G is unmodified.
The names of the persons filing this statement on Schedule 13G are
(collectively, the "Reporting Persons"): Basso Private Opportunities Holding
Fund Ltd. ("Private Opportunities Holding Fund"), Basso Multi-Strategy Holding
Fund Ltd. ("Multi-Strategy Holding Fund"), Basso Capital Management, L.P.
("BCM"), Basso GP, LLC ("Basso GP"), PersonNameHoward Fischer, Philip Platek,
John Lepore and Dwight Nelson. The controlling persons of Basso GP are
PersonNameHoward Fischer, Philip Platek, John Lepore and Dwight Nelson (each a
"Controlling Person" and collectively, the "Controlling Persons").
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Private Opportunities Holding Fund owns warrants exercisable for
19,911 shares of Common Stock.
Multi-Strategy Holding Fund beneficially owns warrants exercisable for
27,882 shares of Common Stock.
BCM, as the investment manager of Private Opportunities Holding Fund
and Multi-Strategy Holding Fund, is deemed to beneficially own the
47,793 shares of Common Stock beneficially owned by them.
Basso GP, as the general partner of BCM, is deemed to beneficially own
the 47,793 shares beneficially owned by BCM.
Each Controlling Person, in his capacity as a controlling person of
Basso GP, is deemed to beneficially own the 47,793 shares of Common
Stock beneficially owned by Basso GP.
Collectively, the Reporting Persons beneficially own 47,793 shares of
Common Stock.
(b) Percent of Class:
Private Opportunities Holding Fund's beneficial ownership of 19,911
shares of Common Stock represents 0.7% of all the outstanding shares
of Common Stock.
Multi-Strategy Holding Fund's beneficial ownership of 27,882 shares of
Common Stock represents 0.9% of all the outstanding shares of Common
Stock.
Basso GP's and each Controlling Person's beneficial ownership of
47,793 shares of Common Stock represents 1.6% of all the outstanding
shares of Common Stock.
Collectively, the Reporting Persons beneficially own 47,793 shares of
Common Stock representing 1.6% of all the outstanding shares of Common
Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common
Stock:
Private Opportunities Holding Fund, BCM, Basso GP and each
Controlling Person have the shared power to vote or direct the
vote of 19,911 shares of Common Stock.
Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling
Person have the shared power to vote or direct the vote of 27,882
shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of shares of
Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares of
Common Stock:
Private Opportunities Holding Fund, BCM, Basso GP and each
Controlling Person have the shared power to dispose or to direct
the disposition of 19,911 shares of Common Stock.
Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling
Person have the shared power to dispose or to direct the
disposition of 27,882 shares of Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
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 its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: February 14, 2007 BASSO PRIVATE OPPORTUNITIES HOLDING FUND LTD.
BASSO MULTI-STRATEGY HOLDING FUND LTD.
BASSO CAPITAL MANAGEMENT, L.P. ("BCM")
By: Basso GP, LLC
By: /s/ Howard Fischer
-----------------------------------
Howard Fischer, as a member of
Basso GP, LLC, as General Partner
of BCM (the investment manager of
Basso Private Opportunities Holding
Fund Ltd. and Basso Multi-Strategy
Holding Fund Ltd.)
/s/ Howard Fischer
-----------------------------------
Howard Fischer, individually and
on behalf of Basso GP, LLC, as member
/s/ Philip Platek
-----------------------------------
Philip Platek
/s/ John Lepore
-----------------------------------
John Lepore
/s/ Dwight Nelson
-----------------------------------
Dwight Nelson