13G Filing: Armistice Capital and Ophthotech Corp. (OPHT)

Item 3.

(a)

[_]

Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

(b)

[_]

Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

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);

(j)

[_]

Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

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:

Armistice Capital, LLC – 2,180,000

Armistice Capital Master Fund Ltd. – 2,180,000

Steven Boyd – 2,180,000

(b)

Percent of class:

Armistice Capital, LLC – 6.1%

Armistice Capital Master Fund Ltd. – 6.1%

Steven Boyd – 6.1%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

Armistice Capital, LLC – 0

Armistice Capital Master Fund Ltd. – 0

Steven Boyd – 0

(ii)

Shared power to vote or to direct the vote

Armistice Capital, LLC – 2,180,000

Armistice Capital Master Fund Ltd. – 2,180,000

Steven Boyd – 2,180,000

(iii)

Sole power to dispose or to direct the disposition of

Armistice Capital, LLC – 0

Armistice Capital Master Fund Ltd. – 0

Steven Boyd – 0

(iv)

Shared power to dispose or to direct the disposition of

Armistice Capital, LLC – 2,180,000

Armistice Capital Master Fund Ltd. – 2,180,000

Steven Boyd – 2,180,000