SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BlueLine Partners, L.L.C.

(Last) (First) (Middle)
402 RAILROAD AVENUE
SUITE 201

(Street)
DANVILLE CA 94526

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IRIDEX CORP [ IRIX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/24/2007 X 360,000 A $0.01 2,328,002 D(1)
Common Stock 10/24/2007 X 60,000 A $0.01 2,328,002 D(2)
Common Stock 10/24/2007 X 180,000 A $0.01 2,328,002 D(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Warrant $0.01 10/24/2007 X 360,000 08/31/2007 12/31/2007 Common Stock 360,000 $0 1,000,000 D
Warrant $0.01 10/24/2007 X 60,000 08/31/2007 12/31/2007 Common Stock 60,000 $0 1,000,000 D
Warrant $0.01 10/24/2007 X 180,000 08/31/2007 12/31/2007 Common Stock 180,000 $0 1,000,000 D
1. Name and Address of Reporting Person*
BlueLine Partners, L.L.C.

(Last) (First) (Middle)
402 RAILROAD AVENUE
SUITE 201

(Street)
DANVILLE CA 94526

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BlueLine Capital Partners, L.P.

(Last) (First) (Middle)
402 RAILROAD AVENUE
SUITE 201

(Street)
DANVILLE CA 94526

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BlueLine Catalyst Fund VIII, L.P.

(Last) (First) (Middle)
402 RAILROAD AVENUE
SUITE 201

(Street)
DANVILLE CA 94526

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BlueLine Partners II, LLC

(Last) (First) (Middle)
402 RAILROAD AVENUE
SUITE 201

(Street)
DANVILLE CA 94526

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BlueLine Capital Partners III, LP

(Last) (First) (Middle)
402 RAILROAD AVENUE
SUITE 201

(Street)
DANVILLE CA 94526

(City) (State) (Zip)
Explanation of Responses:
1. These securities are owned by BlueLine Capital Partners, L.P., who is a member of a "group" with BlueLine Capital Partners II, L.P, BlueLine Capital Partners III, L.P, BlueLine Catalyst Fund VIII, L.P., BlueLine Partners, L.L.C, and BlueLine Partners II, L.L.C. BlueLine Partners, L.L.C. is the sole general partner of BlueLine Capital Partners, L.P. These securities reflect the warrants granted to BlueLine Capital Partners, L.P. on August 31, 2007 as described in Amendment No. 3 (as defined below).
2. These securities are owned by BlueLine Capital Partners II, L.P., who is a member of the "group" described in footnote #1 above. BlueLine Partners, L.L.C. is the sole general partner of BlueLine Capital Partners II, L.P. These securities reflect the warrants granted to BlueLine Capital Partners II, L.P. on August 31, 2007 as described in Amendment No. 3 (as defined below).
3. These securities are owned by BlueLine Capital Partners III, L.P., who is a member of the "group" described in footnote #1 above. BlueLine Partners II, L.L.C. is the sole general partner of BlueLine Capital Partners III, L.P. These securities reflect the warrants granted to BlueLine Capital Partners III, L.P. on August 31, 2007 as described in Amendment No. 3 (as defined below).
Remarks:
The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any Reporting Person is the beneficial owner of any Common Stock covered by this statement. As described in Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed on September 11, 2007 with respect to the Common Stock owned by BlueLine Capital Partners, L.P., BlueLine Capital Partners II, L.P., BlueLine Capital Partners III, L.P., Catalyst Fund VII, L.P. BlueLine Partners, L.L.C. and BlueLine Partners II, L.L.C., as of the date of Amendment No. 3, the Reporting Entities may have been deemed to be a "group" under Section 13(d) of the Securities Exchange Act and accordingly each Reporting Person may have been deemed to have beneficial ownership of 10% or more of the Common Stock.
/s/ Scott A.Shuda, by power of attorney for all reporting persons 10/24/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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