DELCATH SYSTEMS, INC. — Major Shareholding Notification 2010

Aug 2, 2010

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| SCHEDULE
13D/A |
| Under
the Securities Exchange Act of 1934 |
| (Amendment
No. 14) |
| DELCATH
SYSTEMS, INC. |
| (Name
of Issuer) |
| Common
Stock, $0.01 par value per share |
| (Title
of Class of Securities) |
| 24661P104 |
| (CUSIP
Number) |
| July
29, 2010 |
| (Date
of Event Which Requires Filing of this Statement) |
| Mr.
Robert Ladd |
| Laddcap
Value Advisors LLC |
| 335
Madison Avenue Suite 1100 |
| New
York, New York 10017 |
| Telephone:
(212) 652-3214 |
| with
a copy to: |
| Seward
& Kissel LLP |
| One
Battery Park Plaza |
| New
York, NY 10004 |
| Telephone: (212)
574-1200 |
| Attn: Edward
S. Horton |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications) |

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

| CUSIP
No. 24661P104 | Page 2
of 10 |
| --- | --- |

| 1 | NAME
OF REPORTING PERSONS Laddcap
Value Partners LP S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally
Omitted) |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o |
| 3 | SEC
USE ONLY |
| 4 | SOURCE
OF FUNDS WC |

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| --- | --- | --- |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 731,294 |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 731,294 |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 731,294 | |

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.96 |
| --- | --- |
| 14 | TYPE
OF REPORTING PERSON PN |

| CUSIP
No. 24661P104 | Page 3 of
10 |
| --- | --- |

| 1 | NAME
OF REPORTING PERSONS Laddcap
Value Associates LLC S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally
Omitted) |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o |
| 3 | SEC
USE ONLY |
| 4 | SOURCE
OF FUNDS OO |

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| --- | --- | --- |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 731,294 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 731,294 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 731,294 | |

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.96% |
| --- | --- |
| 14 | TYPE
OF REPORTING PERSON OO |

| CUSIP
No. 24661P104 | Page 4
of 10 |
| --- | --- |

| 1 | NAME
OF REPORTING PERSONS Laddcap
Value Advisors LLC S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally
Omitted) |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  (b)  |
| 3 | SEC
USE ONLY |
| 4 | SOURCE
OF FUNDS OO |

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| --- | --- | --- |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 0 |
| | 8 | SHARED
VOTING POWER 731,294 |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 731,294 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 731,294 | |

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.96% |
| --- | --- |
| 14 | TYPE
OF REPORTING PERSON OO |

| CUSIP
No. 24661P104 | Page 5 of
10 |
| --- | --- |

| 1 | NAME
OF REPORTING PERSONS Robert
Ladd S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally
Omitted) |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o |
| 3 | SEC
USE ONLY |
| 4 | SOURCE
OF FUNDS OO |

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o

| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| --- | --- | --- |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7 | SOLE
VOTING POWER 25,485 |
| | 8 | SHARED
VOTING POWER 731,294 |
| | 9 | SOLE
DISPOSITIVE POWER 25,485 |
| | 10 | SHARED
DISPOSITIVE POWER 731,294 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 756,779 | |

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.03% |
| --- | --- |
| 14 | TYPE
OF REPORTING PERSON IN |

| CUSIP
No. 24661P104 | Page 6 of
10 |
| --- | --- |

Introduction:

This Amendment No. 14 relates to the Schedule 13D/A filed by Robert Ladd, with the Securities and Exchange Commission on April 2, 2009 relating to the shares (the "Shares") of common stock (the "Common Stock") of Delcath Systems, Inc. (the "Issuer").

Item 1. Security and Issuer

| (a) | Name
of Issuer: |
| --- | --- |
| | Delcath
Systems, Inc. |
| (b) | Address
of Issuer's Principal Executive Offices: |
| | 810
Seventh Avenue, Suite 3505, New York, NY 10019 |
| (c) | Class
of Security |
| | Common
Stock, par value $0.01 per share |

Item 2. Identity and Background

| (a) | Name
of Person Filing: |
| --- | --- |
| | This
statement is being filed by (i) Laddcap Value Partners LP ("Laddcap") with
respect Shares beneficially owned by it; (ii) Laddcap Value Advisors LLC
("LVA") with respect to Shares beneficially owned by Laddcap; (iii)
Laddcap Value Associates LLC ("LV") with respect to Shares beneficially
owned by Laddcap and (iv) Robert Ladd with respect to Shares
beneficially owned by Laddcap, LVA, LV and himself. LVA and LV
disclaim beneficial ownership of the securities covered by this
statement. Mr. Ladd disclaims beneficial ownership of the
securities covered by this statement (other than with respect to 25,485
Shares owned directly by him). |
| (b) | Address
of Principal Business Office or, if none, Residence: |
| | The
principal business address of each of Laddcap, LVA, LV and Mr. Ladd is:
c/o Laddcap Value Advisors LLC, 335 Madison Avenue Suite 1100, New York,
NY 10017. |
| (c) | Principal
Occupation, Employment or Business: |
| | Mr.
Ladd serves as the managing member of LVA, which is the investment advisor
of Laddcap. Mr. Ladd also serves as the managing member of LV
which is the general partner of Laddcap. Laddcap is principally
engaged in making investments. |
| (d) | Convictions
or Civil Proceedings: |
| | During
the past five years, none of the Reporting Persons and, to the knowledge
of the Reporting Persons, none of the executive officers, directors,
general partner or managing member of the Reporting Persons, if
applicable, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws. |

| CUSIP
No. 24661P104 | Page 7 of
10 |
| --- | --- |

| (e) |
| --- |
| Each
of LVA and LV is a Delaware limited liability company. Laddcap
is a Delaware limited partnership. Mr. Ladd is a citizen of the United
States. |

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of the Transaction.

Item 4 is hereby amended and supplemented by adding the following after the last paragraph:

On July 29, 2010, Laddcap distributed 1,651,569 Shares to its limited partners as payment in satisfaction of their limited partnership interests, and for no other consideration. The distributions were not made with the intent to cause a change of control to the Issuer or to any of the transactions set forth in items (a) through (j) of this item.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

The percentages used herein are calculated based upon the 37,282,081 Shares issued and outstanding as of May 4, 2010, as reported on the Issuer's quarterly report on Form 10-Q for the period ended March 31, 2010, as filed on May 5, 2010 with the Securities and Exchange Commission.

| (a) | Pursuant
to Rule 13d-3 ("Rule 13d-3") of the Exchange Act of 1934, as amended, Mr.
Ladd is the beneficial owner of the 756,779 Shares as of the date hereof
(representing approximately 2.03% of the outstanding Common Stock), that
includes 731,294 shares of Common Stock owned of record by Laddcap and
25,485 Shares of Common Stock owned of record by Mr. Ladd. Mr.
Ladd disclaims beneficial ownership of the securities covered by this
statement (other than the 25,485 owned by him directly). Pursuant
to Rule 13d-3, each of Laddcap, LVA and LV is the beneficial owner of the
731,294 Shares as of the date hereof (representing approximately 1.96% of
the outstanding Common Stock) that are owned of record by
Laddcap. |
| --- | --- |
| (b) | Each
of LVA, LV and Mr. Ladd share the power to vote and direct the disposition
of all Shares held by Laddcap by virtue of their roles as investment
advisor of Laddcap, general partner of Laddcap and managing member of the
general partner of Laddcap, respectively. Laddcap
has the sole power to vote and direct the disposition of all Shares held
by it. Mr. Ladd has the sole power to vote and direct the
disposition of the 25,485 Shares held by
him. |

| CUSIP
No. 24661P104 | Page 8 of
10 |
| --- | --- |

| (c) | There
were no transactions with respect to the Shares by Laddcap, LVA, LV or Mr.
Ladd within the past 60 days. |
| --- | --- |
| (d) | Each
of the Reporting Persons affirms that no person other than the Reporting
Persons has the rights to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock owned
by such Reporting Person. |
| (e) | Not
applicable. |

Item 7. Material to be Filed as Exhibits

Exhibit 1 Schedule 13D Joint Filing Agreement dated as of August 2, 2010 among each Reporting Person.

| CUSIP
No. 24661P104 | Page 9 of
10 |
| --- | --- |

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: August 2, 2010

| LADDCAP
VALUE PARTNERS LP | |
| --- | --- |
| By: | /s/
Robert Ladd |
| Name: | Robert
Ladd |
| Title: | Authorized
Person |

| LADDCAP
VALUE ASSOCIATES LLC | |
| --- | --- |
| By: | /s/
Robert Ladd |
| Name: | Robert
Ladd |
| Title: | Authorized
Person |
| LADDCAP
VALUE ADVISORS LLC | |
| By: | /s/
Robert Ladd |
| Name: | Robert
Ladd |
| Title: | Authorized
Person |
| /s/
Robert Ladd | |
| Robert
Ladd | |

| CUSIP
No. 24661P104 | Page 10 of
10 |
| --- | --- |

Exhibit 1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D (including amendments thereto) to which this joint filing agreement is attached, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 2 nd day August, 2010.

| LADDCAP
VALUE PARTNERS LP | |
| --- | --- |
| By: | /s/
Robert Ladd |
| Name: Robert
Ladd | |
| Title:
Authorized Person | |
| LADDCAP
VALUE ASSOCIATES LLC | |
| By: | /s/
Robert Ladd |
| Name: Robert
Ladd | |
| Title:
Authorized Person | |
| LADDCAP
VALUE ADVISORS LLC | |
| By: | /s/
Robert Ladd |
| Name: Robert
Ladd | |
| Title:
Authorized Person | |
| /s/
Robert Ladd | |
| Robert
Ladd | |