UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
GeoVax Labs, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
373678200
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*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).
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CUSIP No.
373678200
1.
NAME OF REPORTING PERSONS
Sabby Healthcare Master Fund, Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,312,432
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,312,432
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,312,432
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.24
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO?
CUSIP No.
373678200
1.
NAME OF REPORTING PERSONS
Sabby Volatility Warrant Master Fund, Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,248,600
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,248,600
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,248,600
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.04
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO?
CUSIP No.
373678200
1.
NAME OF REPORTING PERSONS
Sabby Management, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
3,191,886
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
3,191,886
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,191,886
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No.
373678200
1.
NAME OF REPORTING PERSONS
Hal Mintz
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
3,191,886
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
3,191,886
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,191,886
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN?
CUSIP No.
373678200
Item 1.
(a).
Name of Issuer:
GeoVax Labs, Inc.
(b).
Address of issuer's principal executive offices:
1900 Lake Park Drive, Suite 380, Smyrna, GA 30080
Item 2.
(a).
Name of person filing:
Sabby Healthcare Master Fund, Ltd.
Sabby Volatility Warrant Master Fund, Ltd.
Sabby Management, LLC
Hal Mintz
(b).
Address or principal business office or, if none, residence:
Sabby Healthcare Master Fund, Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands
Sabby Volatility Warrant Master Fund, Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands
Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458
Hal Mintz
c/o Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458
(c).
Citizenship:
Sabby Healthcare Master Fund, Ltd. - Cayman Islands
Sabby Volatility Warrant Master Fund, Ltd. - Cayman Islands
Sabby Management, LLC - Delaware, USA
Hal Mintz - USA
(d).
Title of class of securities:
Common stock (the Common Stock)
(e).
CUSIP No.:
373678200
Item 3.
If This Statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e)
[_]
An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f)
[_]
An employee benefit plan or endowment fund in accordance with Section 240.13d-
1(b)(1)(ii)(F);
(g)
[_]
A parent holding company or control person in accordance with Section 240.13d-
1(b)(1)(ii)(G);
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
(i)
[_]
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)
[_]
A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
(k)
[_]
Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as
a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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:
Sabby Healthcare Master Fund, Ltd. - 2,312,432
Sabby Volatility Warrant Master Fund, Ltd. - 2,248,600
Sabby Management, LLC - 3,191,886
Hal Mintz - 3,191,886
(b)
Percent of class:
Sabby Healthcare Master Fund, Ltd. - 7.24%
Sabby Volatility Warrant Master Fund, Ltd. - 7.04%
Sabby Management, LLC - 9.99%
Hal Mintz - 9.99%
( (c)
Number of shares as to which the person has:
Sabby Healthcare Master Fund, Ltd.
( (i)
Sole power to vote or to direct the vote
0
,
( (ii)
Shared power to vote or to direct the vote
2,312,432
,
( (iii)
Sole power to dispose or to direct the disposition of
0
,
( (iv)
Shared power to dispose or to direct the disposition of
2,312,432
..
Sabby Volatility Warrant Master Fund, Ltd.
( (i)
Sole power to vote or to direct the vote
0
,
( (ii)
Shared power to vote or to direct the vote
2,248,600
,
( (iii)
Sole power to dispose or to direct the disposition of
0
,
( (iv)
Shared power to dispose or to direct the disposition of
2,248,600
..
Sabby Management, LLC
(i)
Sole power to vote or to direct the vote
0
,
( (ii)
Shared power to vote or to direct the vote
3,191,886
,
( (iii)
Sole power to dispose or to direct the disposition of
0
,
( (iv)
Shared power to dispose or to direct the disposition of
3,191,886
..
Hal Mintz
( (i)
Sole power to vote or to direct the vote
0
,
( (ii)
Shared power to vote or to direct the vote
3,191,886
,
( (iii)
Sole power to dispose or to direct the disposition of
0
,
( (iv)
Shared power to dispose or to direct the disposition of
3,191,886
..
As calculated in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended, (i) Sabby Healthcare Master Fund,
Ltd. and Sabby Volatility Master Fund, Ltd. beneficially own 2,312,432
and 2,248,600 shares of the Issuer's common stock (Common Stock),
respectively, representing approximately 7.24% and 7.04% of the Common
Stock, respectively, and (ii) Sabby Management, LLC and Hal Mintz each
beneficially own 3,191,886 shares of the Common Stock,
representing approximately 9.99% of the Common Stock. Sabby Management,
LLC and Hal Mintz do not directly own any shares of Common Stock, but
each indirectly owns 3,191,886 shares of Common Stock. Sabby Management,
LLC, a Delaware limited liability company, indirectly owns
3,191,886 shares of Common Stock because it serves as the investment
manager of Sabby Healthcare Master Fund, Ltd. and Sabby
Volatility Warrant Master Fund, Ltd., Cayman Islands companies. Mr.
Mintz indirectly owns 3,191,886 shares of Common Stock in his capacity
as manager of Sabby Management, LLC.
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
[_].
?
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
Not applicable
Item 8.
Identification and Classification of Members of the Group.
Not applicable
Item 9.
Notice of Dissolution of Group.
Not applicable
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Item 10.
Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above 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.
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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.
January 7, 2015
(Date)
Sabby Healthcare Master Fund, Ltd.
By: /s/ Joseph McIvor
Name: Joseph McIvor
Title: Authorized Person of TDF Management Ltd.,
a Director
Sabby Volatility Warrant Master Fund, Ltd.
By: /s/ Joseph McIvor
Name: Joseph McIvor
Title: Authorized Person of TDF Management Ltd.,
a Director
Sabby Management, LLC*
By: /s/ Robert Grundstein
Name: Robert Grundstein
Title: Chief Operating Officer
/s/ Hal Mintz*
Hal Mintz
*This Reporting Person disclaims beneficial ownership over the securities
reported herein except to the extent of its pecuniary interest therein.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other
than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such
person shall be filed with the statement, provided, however, that a power
of attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any title of
each person who signs the statement shall be typed or printed beneath
his signature.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
S.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT 1
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JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on Schedule 13G
with respect to the beneficial ownership of shares of Common Stock of
GeoVax Labs, Inc. is filed jointly, on behalf of each of them.
Dated: January 7, 2015
Sabby Healthcare Master Fund, Ltd.
By: /s/ Joseph McIvor
Name: Joseph McIvor
Title: Authorized Person of TDF Management
Ltd., a Director
Sabby Volatility Warrant Master Fund, Ltd.
By: /s/ Joseph McIvor
Name: Joseph McIvor
Title: Authorized Person of TDF Management
Ltd., a Director
Sabby Management, LLC
By: /s/ Robert Grundstein
Name: Robert Grundstein
Title: Chief Operating Officer
/s/ Hal Mintz
Hal Mintz