Edgar Filing: CLARIENT, INC

Ownership Submission

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 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 ^*

SAFEGUARD SCIENTIFICS INC

2. Issuer Name and Ticker or Trading Symbol
CLARIENT, INC [CLRT]

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

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

(Last)

(First)

(Middle)

800 THE SAFEGUARD BUILDING, 435 DEVON PARK DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2005

(Street)

WAYNE, PA 19087-1945

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

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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2005		P⁽¹⁾		9,000,000	A	$ 1	34,720,558	I	SSI Delaware ⁽²⁾
Common Stock								3,438,721	I	Safeguard Delaware ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

Warrant (right to buy)

$ 1.35

11/08/2005

801,000

11/09/2005

11/09/2009

Common Stock

801,000

$ 0

801,000

SSI Delaware ⁽²⁾

Warrant (right to buy)

$ 1.35

11/08/2005

549,000

⁽³⁾

Common Stock

549,000

$ 0

549,000

SSI Delaware ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SAFEGUARD SCIENTIFICS INC 800 THE SAFEGUARD BUILDING 435 DEVON PARK DRIVE WAYNE, PA 19087-1945		X

Signatures

STEVEN J. FEDER		11/09/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On 11/8/05, Safeguard Delaware, Inc. entered into a Securities Purchase Agreement with Issuer to acquire 9,000,000 shares of common stock and 1,350,000 warrants. Of these totals, 5,340,000 shares were purchased on 11/9/05 and 801,000 warrants were issued to Safeguard Delaware. The remaining 3,660,000 shares will be purchased, and the remaining 549,000 warrants will be issued, promptly following the effective date of the Issuer's compliance with the stockholder approval requirements of NASD Marketplace Rule 4350(i)(1)(D)(ii), which is expected to be no earlier than December 10, 2005.
(2)	Safeguard Delaware, Inc. ("SSI Delaware") and Safeguard Scientifics (Delaware), Inc. ("Safeguard Delaware") are wholly-owned subsidiaries of reporting person and the record holders of the securities reported herein.
(3)	The issuance of these warrants will occur promptly following the effective date of the Issuer's compliance with the stockholder approval requirements of NASD Marketplace Rule 4350(i)(1)(D)(ii), which is expected to be no earlier than December 10, 2005. The warrants will be immediately exercisable and will expire four years following the date of issuance.
Remarks: Additional Reporting Persons: Safeguard Scientifics (Delaware), Inc. Safeguard Delaware, Inc. 103 Springer Building 3411 Silverside Road P. O. Box 7048 Wilmington, DE 19803

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