BENOWITZ ADAM Form 4/A Filed 2012-10-05

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

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

OMB APPROVAL

OMB Number:		3235-0287
Expires:	02/28/2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person ^*

VISION CAPITAL ADVISORS, LLC

2. Issuer Name and Ticker or Trading Symbol
MedPro Safety Products, Inc. [MPSP]

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

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

(Last)

(First)

(Middle)

20 WEST 55TH STREET, 5TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2012

(Street)

NEW YORK, NY 10019

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)
10/04/2012

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

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 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

Series D Convertible Preferred Stock (par value $0.01)

09/30/2012

16,020

⁽³⁾

Common Stock ($0.001 par value)

266,999

⁽⁴⁾

39,878

By Vision Opportunity Master Fund, Ltd.⁽¹⁾⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VISION CAPITAL ADVISORS, LLC 20 WEST 55TH STREET 5TH FLOOR NEW YORK, NY 10019	X	X
BENOWITZ ADAM 20 WEST 55TH STREET 5TH FLOOR NEW YORK, NY 10019	X	X
Vision Opportunity Master Fund, Ltd. 20 WEST 55TH STREET 5TH FLOOR NEW YORK, NY 10019	X	X
Vision Capital Advantage Fund, L.P. 20 WEST 55TH STREET 5TH FLOOR NEW YORK, NY 10019	X	X
VCAF GP, LLC 20 WEST 55TH STREET 5TH FLOOR NEW YORK, NY 10019	X	X
Kleidman Carl 20 WEST 55TH STREET 5TH FLOOR NEW YORK, NY 10019	X	X

Explanation of Responses:

1.	Vision Opportunity Master Fund, Ltd. (the "Fund") is the direct owner of the subject securities. Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to the Fund. Adam Benowitz is the Managing Member of the Investment Manager. The Investment Manager also serves as investment manager to Vision Capital Advantage Fund, L.P. ("VCAF"). VCAF GP, LLC (the "General Partner") serves as general partner of VCAF; the Managing Member of the General Partner is Adam Benowitz. Carl Kleidman currently serves as the Fund's and VCAF's representative on the Issuer's board of directors; the Fund and VCAF may be deemed a director by virtue of their right to appoint a director. (continued in footnote 2)
2.	Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or for any other purpose.
3.	The Series D Convertible Preferred Stock is convertible at any time, at the Fund's election, and has no expiration date.
4.	The Series D Convertible Preferred Stock was issued for no additional consideration in connection with a drawdown by the Issuer of $712,000 pursuant to a $4,235,000 Series D Senior Secured Promissory Note issued to the Fund by the Issuer.
Remarks: This amendment is being filed to correct the date of the earliest transaction being reported on this Form 4 and to check the director box in Item 5.

	Signatures
	/s/ Adam Benowitz, For himself, as Managing Member of the Investment Manager, as a Director of the Fund and as an authorized signatory of the General Partner (for itself and on behalf of VCAF).	10/05/2012
	/s/ Carl Kleidman	10/05/2012
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.