Edgar Filing: SPECTRX INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Musket David B

2. Issuer Name and Ticker or Trading Symbol
SPECTRX INC [SPRX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

125 CAMBRIDGEPARK DR.

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2004

(Street)

CAMBRIDGE, MA 02140

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
SPRX - Common Stock	02/10/2006		S		1,850	D	$ 0.22	1,694,672	I	See footnote ⁽¹⁾ ⁽²⁾
SPRX - Common Stock	02/13/2006		S		7,950	D	$ 0.21	1,686,722	I	See footnote ⁽²⁾ ⁽³⁾
SPRX - Common Stock	02/13/2006		S		1,350	D	$ 0.21	1,685,372	I	See footnote ⁽¹⁾ ⁽²⁾
SPRX - Common Stock	02/15/2006		S		21,400	D	$ 0.2	1,663,972	I	See footnote ⁽²⁾ ⁽³⁾
SPRX - Common Stock	02/15/2006		S		3,600	D	$ 0.2	1,660,372	I	See footnote ⁽¹⁾ ⁽²⁾
SPRX - Common Stock	02/16/2006		S		8,600	D	$ 0.25	1,651,772	I	See footnote ⁽²⁾ ⁽³⁾
SPRX - Common Stock	02/16/2006		S		1,400	D	$ 0.25	1,650,372	I	See footnote ⁽¹⁾ ⁽²⁾
SPRX - Common Stock	02/19/2006		S		1,950	D	$ 0.29	1,648,422	I	See footnote ⁽¹⁾ ⁽²⁾
SPRX - Common Stock	02/23/2006		S		11,050	D	$ 0.29	1,637,372	I	See footnote ⁽²⁾ ⁽³⁾
SPRX - Common Stock	02/27/2006		S		17,700	D	$ 0.23	1,619,672	I	See footnote ⁽²⁾ ⁽³⁾
SPRX - Common Stock	02/27/2006		S		3,000	D	$ 0.23	1,616,672	I	See footnote ⁽¹⁾ ⁽²⁾
SPRX - Common Stock	02/28/2006		S		9,600	D	$ 0.22	1,607,072	I	See footnote ⁽²⁾ ⁽³⁾
SPRX - Common Stock	02/28/2006		S		400	D	$ 0.22	1,606,672	I	See footnote ⁽¹⁾ ⁽²⁾
SPRX - Common Stock	03/03/2006		S		20,180	D	$ 0.22	1,586,492	I	See footnote ⁽²⁾ ⁽³⁾
SPRX - Common Stock	03/03/2006		S		3,400	D	$ 0.22	1,583,092	I	See footnote ⁽¹⁾ ⁽²⁾
SPRX - Common Stock	03/07/2006		S		2,300	D	$ 0.21	1,580,792	I	See footnote ⁽²⁾ ⁽³⁾
SPRX - Common Stock	03/07/2006		S		400	D	$ 0.21	1,580,392	I	See footnote ⁽¹⁾ ⁽²⁾
SPRX - Common Stock	03/08/2006		S		42,800	D	$ 0.21	1,537,592	I	See footnote ⁽²⁾ ⁽³⁾
SPRX - Common Stock	03/08/2006		S		7,200	D	$ 0.21	1,530,392	I	See footnote ⁽¹⁾ ⁽²⁾
SPRX - Common Stock	03/09/2006		S		94,920	D	$ 0.24	1,435,472	I	See footnote ⁽²⁾ ⁽³⁾
SPRX - Common Stock	03/09/2006		S		16,000	D	$ 0.24	1,419,472	I	See footnote ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Musket David B 125 CAMBRIDGEPARK DR. CAMBRIDGE, MA 02140		X
KUROKAWA BARRY 125 CAMBRIDGEPARK DR. CAMBRIDGE, MA 02140				Joint filer
PROMED ASSET MANAGEMENT, LLC 125 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA 02140				Joint Filer
PROMED MANAGEMENT INC 125 CAMBRIDGEPARK DR. CAMBRIDGE, MA 02140				Joint Filer

Signatures

/s/ David B. Musket		02/06/2007
^**Signature of Reporting Person		Date
/s/ Barry Kurokawa		02/06/2007
^**Signature of Reporting Person		Date
/s/ Promed Asset Management LLC		02/06/2007
^**Signature of Reporting Person		Date
/s/ Promed Management Inc.		02/06/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported sale was made on behalf of the account of ProMed Offshore Fund, Ltd., a private investment fund ("ProMed Offshore"), whose investment manager is ProMed Management Inc. ("Promed Inc."). The remainder of the reported amount of securities beneficially owned following the reported transaction may be deemed to be owned by (i) David B. Musket, (ii) Barry Kurokawa, (iii) (ProMed Partners, L.P., a private investment fund ("ProMed I"), whose general partner and investment manager are ProMed Asset Management, L.L.C. ("PAM") and ProMed Inc., respectively and (iv) ProMed Partners II, L.P., a private investment fund ("ProMed II"), whose general partner and investment manager are PAM and ProMed Inc., respectively. Both PAM and ProMed Inc. are controlled by David B. Musket and Barry Kurokawa.
(2)	Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3)	The reported sale was made on behalf of ProMed I. The remainder of the reported amount of securities beneficially owned following the reported transaction may be deemed to be owned by (i) David B. Musket, (ii) Barry KuroKawa, (iii) ProMed II and (iv) ProMed Offshore.

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