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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 4)
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BIOTIME
INC.
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(Name
of Issuer)
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Common
Shares, no par value
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09066L105
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(Title
of class of securities)
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(CUSIP
number)
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Steven
Bayern
26
West Broadway #1004
Long
Beach, NY 11561
(516)
431-2121
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(Name,
address and telephone number of person authorized to receive notices
and
communications)
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February
20, 2007
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(Date
of event which requires filing of this statement)
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If
the filing person has previously filed a statement on Schedule
13G to
report the acquisition which is the subject of this Schedule 13D,
and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check
the
following box [_].
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Note:
When filing this statement in paper format, six copies of this
statement,
including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be
sent.
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(Continued
on following page(s))
(Page
1 of 8 Pages)
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CUSIP
No. 09066L105
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13D
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Page
2 of 8 Pages
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1
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NAME
OF REPORTING PERSON: Cyndel & Co., Inc.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON:
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
[x]
(b)
[_]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS: WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e):
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[_]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: United States
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NUMBER
OF
SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER:
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240,476
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8
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SHARED
VOTING POWER:
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0
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9
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SOLE
DISPOSITIVE POWER:
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240,476
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10
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SHARED
DISPOSITIVE POWER:
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
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240,476
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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1.1%
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14
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TYPE
OF REPORTING PERSON:
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CO
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CUSIP
No. 09066L105
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13D
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Page
3 of 8 Pages
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1
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NAME
OF REPORTING PERSON: Steven Bayern.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: **
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
[x]
(b)
[_]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS: PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e):
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[_]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: United States
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NUMBER
OF
SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER:
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8
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SHARED
VOTING POWER:
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1,293,670
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9
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SOLE
DISPOSITIVE POWER:
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0
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10
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SHARED
DISPOSITIVE POWER:
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1,293,670
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
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1,293,670
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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5.5%
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14
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TYPE
OF REPORTING PERSON:
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IN
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CUSIP
No. 09066L105
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13D
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Page
4 of 8 Pages
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1
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NAME
OF REPORTING PERSON: Cynthia Bayern.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: **
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
[x]
(b)
[_]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS: PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e):
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[_]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: United States
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NUMBER
OF
SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER:
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0
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8
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SHARED
VOTING POWER:
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676,500
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9
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SOLE
DISPOSITIVE POWER:
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0
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10
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SHARED
DISPOSITIVE POWER:
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676,500
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
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676,500
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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2.9%
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14
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TYPE
OF REPORTING PERSON:
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IN
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CUSIP
No. 09066L105
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13D
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Page
5 of 8 Pages
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1
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NAME
OF REPORTING PERSON: Patrick Kolenick.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON:
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|||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
[x]
(b)
[_]
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||||
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3
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SEC
USE ONLY
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|||||
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4
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SOURCE
OF FUNDS: PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e):
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[_]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: United States
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NUMBER
OF
SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER:
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435,100
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8
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SHARED
VOTING POWER:
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683,670
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9
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SOLE
DISPOSITIVE POWER:
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435,100
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10
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SHARED
DISPOSITIVE POWER:
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683,670
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
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1,118,770
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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4.8%
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14
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TYPE
OF REPORTING PERSON:
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IN
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CUSIP
No. 09066L105
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13D
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Page
6 of 8 Pages
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1
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NAME
OF REPORTING PERSON: Huntington Laurel Partnership
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON:
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|||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
[x]
(b)
[_]
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3
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SEC
USE ONLY
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|||||
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4
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SOURCE
OF FUNDS: WC, AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e):
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[_]
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||||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: New York
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NUMBER
OF
SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER:
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443,194
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8
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SHARED
VOTING POWER:
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0
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9
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SOLE
DISPOSITIVE POWER:
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443,194
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10
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SHARED
DISPOSITIVE POWER:
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
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443,194
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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1.9%
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|
14
|
TYPE
OF REPORTING PERSON:
|
PN
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This
Amendment No. 4 (“Amendment No. 4”) amends and supplements the Statement on
Schedule 13D dated December 26, 2005, as amended by Amendment No. 1 dated
April
18, 2006, Amendment No. 2 dated July 19, 2006, and Amendment No. 3 dated
August
3, 2006 (the “Statement”)) relating to the common shares, no par value (the
“Shares”), of BioTime Inc., a California corporation (the “Company”), and is
filed by and on behalf of the undersigned reporting persons (collectively,
the
“Reporting Persons”). Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings previously ascribed to them in the previous
filing of the Statement.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER
(a) As
of the
date of this statement, each of the Reporting Persons beneficially owned
the
Shares and the percentage of the outstanding Shares of the Company shown
their
respective cover page, which information is incorporated by reference herein
by
such Reporting Person. The percentages are based upon the number of shares
shown
as outstanding on the Company’s annual report on Form 10-QSB for the three
months ended September 30, 2006.
(b) As
of the
date of this statement, each of the Reporting Persons had the sole or shared
power to vote or direct the vote, and the shared power to dispose or to direct
the disposition of the Shares shown on their respective cover page, which
information is incorporated by reference herein by such person. Steven Bayern
and Cynthia Bayern are deemed to share voting and investment power with respect
to the Share and Warrants they individually own. Steven Bayern disclaims
beneficial ownership and is not deemed to share voting and investment power
with
respect to Shares owned by a partnership between Cynthia Bayern and a third
party. Cynthia Bayern is not deemed to share voting or investment power with
respect to Shares and Warrants held by Cyndel or by Huntington Laurel
partnership even though Steven Bayern shares voting and investment power
with
respect to those Shares and Warrants with Patrick Kolenik.
(c) On
or
about February 20, 2007 Cyndel’s pension plan distributed 180,000 Shares and
175,000 Warrants to Steven Bayern, and 180,000 Shares and 175,000 Warrants
to
Patrick Kolenik, who were the pension plan beneficiaries.
The
following Shares were purchased and sold in open market transactions by a
partnership between Cynthia Bayern and an unaffiliated person. The partnership
now beneficially owns 66,500: Shares
Date Number
of Shares Price
Per Share
December
6, 2006 25,000 $0.41
Page
7
of 8
SIGNATURES
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information contained in this Statement is true,
complete and correct.
Dated:
February 20, 2007
/s/
Steven Bayern
Steven
Bayern
/s/
Cynthia Bayern
Cynthia
Bayern
/s/
Patrick Kolenik
Patrick
Kolenik
Cyndel
& Co., Inc.
By:
/s/
Patrick Kolenik
Patrick
Kolenik, President
Huntington
Laurel Partnership
By:
Huntington Laurel Capital Management LLC
General
Partner
By:
/s/
Steven Bayern
Steven
Bayern,
Member
By:
/s/
Patrick Kolenik
Patrick
Kolenik
Member
Page
8
of 8