Edgar Filing: NovaBay Pharmaceuticals, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Dailley Anthony

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2007

3. Issuer Name and Ticker or Trading Symbol
NovaBay Pharmaceuticals, Inc. [NBY]

(Last)

(First)

(Middle)

C/O NOVABAY PHARMACEUTICALS, INC.,Â 5980 HORTON STREET, SUITE 550

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

EMERYVILLE,Â CAÂ 94608

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	75,000	D	Â
Common Stock	1,861	I	By the Anthony Dailley DDS Profit Sharing Plan
Common Stock	85,028	I	By the Anthony and Terry Dailley Trust, u/a/d 07/12/1991

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	28,572	$ ⁽¹⁾	I	By the Anthony and Terry Dailley Trust, u/a/d 07/12/1991
Series B Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	5,319	$ ⁽²⁾	I	By the Anthony Dailley DDS Profit Sharing Plan
Series B Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	16,000	$ ⁽²⁾	I	By the Anthony and Terry Dailley Trust, u/a/d 07/12/1991
Series C Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	8,823	$ ⁽³⁾	I	By the Anthony and Terry Dailley Trust, u/a/d 07/12/1991
Option (right to buy) ⁽⁴⁾	05/01/2004	04/30/2014	Common Stock	34,000	$ 0.56	D	Â
Option (right to buy) ⁽⁵⁾	05/24/2006	05/24/2016	Common Stock	52,000	$ 1.7	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dailley Anthony C/O NOVABAY PHARMACEUTICALS, INC. 5980 HORTON STREET, SUITE 550 EMERYVILLE,Â CAÂ 94608	Â X	Â	Â	Â

Signatures

/s/ Jason R. Wisniewski, Attorney-in-Fact for Anthony Dailley		10/24/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 Series A Preferred Stock is immediately convertible into NovaBay Pharmaceuticals, Inc. common stock and has no expiration date. Effective upon the closing of the Issuer's initial public offering of common stock, the Series A Preferred Stock will automatically convert into the number of shares of common stock of NovaBay Pharmaceuticals, Inc. indicated in Column 3.
(2)	The Series B Preferred Stock is immediately convertible into NovaBay Pharmaceuticals, Inc. common stock and has no expiration date. Effective upon the closing of the Issuer's initial public offering of common stock, the Series B Preferred Stock will automatically convert into the number of shares of common stock of NovaBay Pharmaceuticals, Inc. indicated in Column 3.
(3)	The Series C Preferred Stock is immediately convertible into NovaBay Pharmaceuticals, Inc. common stock and has no expiration date. Effective upon the closing of the Issuer's initial public offering of common stock, the Series C Preferred Stock will automatically convert into the number of shares of common stock of NovaBay Pharmaceuticals, Inc. indicated in Column 3.
(4)	Granted pursuant to the Issuer's 2002 Stock Option Plan.
(5)	Granted pursuant to the Issuer's 2005 Stock Option Plan.

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