MICROVISION, INC. — Major Shareholding Notification 2007

Feb 14, 2007

SC 13G/A 1 a07-4261_15sc13ga.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT*

*TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED*

*PURSUANT TO RULE 13d-2(b)*

*Under the Securities Exchange Act of 1934 (Amendment No. 1)* (1)

*Microvision, Inc.*

(Name of Issuer)

*Common Stock, $0.001 Par Value*

(Title of Class of Securities)

*594960106*

(CUSIP Number)

*December 31, 2006*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

(1)The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEQ.=1,FOLIO='',FILE='C:\JMS\ndeva\07-4261-15\task1703494\4261-15-ba.htm',USER='105336',CD='Feb 13 04:18 2007'

| CUSIP No. 594960106 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) David M. Knott | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 3,664,010 |
| | 6. | Shared Voting Power 188,400 |
| | 7. | Sole Dispositive Power 3,896,510 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 3,896,510 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 8.6% | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\ndeva\07-4261-15\task1703494\4261-15-ba.htm',USER='105336',CD='Feb 13 04:18 2007'

| CUSIP No. 594960106 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Dorset Management Corporation 11-2873658 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 3,664,010 |
| | 6. | Shared Voting Power 188,400 |
| | 7. | Sole Dispositive Power 3,896,510 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 3,896,510 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 8.6% | |
| 12. | Type of Reporting Person
(See Instructions) CO | |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\ndeva\07-4261-15\task1703494\4261-15-ba.htm',USER='105336',CD='Feb 13 04:18 2007'

Item 1.	(a)	Name of Issuer Microvision, Inc.
	(b)	Address of Issuer’s
Principal Executive Offices 19910 North Creek Parkway Bothell, WA 98011
Item 2.
	(a)	Name of Person Filing David M. Knott; Dorset Management Corporation
	(b)	Address of Principal
Business Office or, if none, Residence 485 Underhill Boulevard, Suite 205 Syosset, New York 11791
	(c)	Citizenship David M. Knott - United States of America; Dorset Management
Corporation - New York
	(d)	Title of Class of
Securities Common Stock, $0.001 Par Value
	(e)	CUSIP Number 594960106
Item 3.	If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\ndeva\07-4261-15\task1703494\4261-15-ba.htm',USER='105336',CD='Feb 13 04:18 2007'

Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	Amount beneficially
owned:
	(b)	Percent of class:
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote
		(ii)	Shared power to vote or to
direct the vote
		(iii)	Sole power to dispose or
to direct the disposition of
		(iv)	Shared power to dispose or
to direct the disposition of
	David M. Knott; Dorset
Management Corporation See Rows 5 through 9 and 11 on pages 2 and 3.
Item 5.	Ownership of Five Percent
or Less of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following o .
	N/A
Item 6.	Ownership of More than
Five Percent on Behalf of Another Person
	Persons, other than the
Reporting Persons hereunder, have the right to receive or the power to direct
the receipt of dividends, or the proceeds from the sale, of securities
reported herein.
Item 7.	Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
	N/A
Item 8.	Identification and
Classification of Members of the Group
	N/A
Item 9.	Notice of Dissolution of
Group
	N/A
Item 10.	Certification
By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\ndeva\07-4261-15\task1703494\4261-15-ba.htm',USER='105336',CD='Feb 13 04:18 2007'

*Signature*

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

| February 12,
2007 | |
| --- | --- |
| Date | |
| /s/ David M.
Knott | |
| Signature | |
| DORSET MANAGEMENT CORPORATION | |
| By: | /s/ David M. Knott |
| | David M. Knott, President |

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\ndeva\07-4261-15\task1703494\4261-15-ba.htm',USER='105336',CD='Feb 13 04:18 2007'