CUSIP
No.
422360305
(f)
o
Employee
Benefit Plan or endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
o
Parent
Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
(h)
o
A
savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act;
(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;
(j)
o
Group,
in
accordance with Rule 13d-1(b)(1)(ii)(J).
Item
4. Ownership.
(a)
- (c)
Jack
Silver beneficially owns 3,303,867 shares of Common Stock of HearUSA,
Inc. representing 9.9% of the outstanding Common Stock. Such shares of
Common
Stock beneficially owned by Mr. Silver include:
(i)
858,000 shares of Common Stock held by Sherleigh Associates Inc. Profit
Sharing
Plan, a trust of which Mr. Silver is the trustee;
(ii)
153,000
shares of Common Stock held by Sherleigh Associates Inc. Defined Benefit
Pension
Plan, a trust of which Mr. Silver is the trustee;
(iii)
300,000 shares of Common Stock held by Mr. Silver;
(iv)
shares underlying warrants to purchase 500,000 shares of Common Stock held
by
Sherleigh Associates LLC, an independent investment fund of which Mr. Silver
is
the principal investor and manager;
(v)
shares underlying warrants to purchase 200,000 shares of Common Stock held
by
Mr. Silver;
(vi)
shares underlying warrants to purchase 571,400 shares of Common Stock held
by
Sherleigh
Associates Inc. Profit Sharing Plan; and
(vii)
shares underlying convertible notes held by Sherleigh Associates Inc. Profit
Sharing Plan in the aggregate principal amount
of
$1,833,333.33 which are convertible into 1,047,619 shares of Common Stock
at a
conversion price of $1.75 per share,
but
excludes shares of Common Stock underlying such warrants and convertible
notes
to the extent following the exercise thereof Mr. Silver or his affiliates
would
beneficially own more than 9.9% of the total number of issued and outstanding
Common Stock of the issuer. Pursuant to the terms of such warrants and
convertible notes, the
warrants
and convertible notes cannot be exercised or converted to the extent following
the exercise thereof the holder or its affiliates would beneficially own
more
than 9.9% of the total number of issued and outstanding Common Stock of
the
issuer.
Mr.
Silver has the sole voting and dispositive power with respect to all 3,303,867
shares of Common Stock beneficially owned by him.
CUSIP No. 422360305
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.
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.
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 such purposes or effect.
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.
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May
26,
2006 |
| |
Date |
| |
|
| |
/s/
Jack
Silver |
| |
Signature |
| |
|
| |
Jack
Silver |
| |
Name/Title |