SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LADD ROBERT

(Last) (First) (Middle)
C/O DELCATH SYSTEMS, INC.
810 SEVENTH AVENUE, SUITE 3505

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DELCATH SYSTEMS INC [ DCTH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2011
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 36,854 D
Common Stock 12/16/2011 S(1) 10,000 D $1.9614(2) 681,294 I By Laddcap Value Partners L.P.(3)
Common Stock 12/19/2011 S(1) 10,000 D $1.9185(4) 671,294 I By Laddcap Value Partners L.P.(3)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Laddcap Value Partners L.P. on November 11, 2011.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.94 to $1.99, inclusive. The reporting person undertakes to provide Delcath Systems, Inc., any security holder of Delcath Systems, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest in the securities, if any, and this statement shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. The reporting person serves as the managing member of Laddcap Value Advisors LLC, which is the investment advisor of Laddcap Value Partners L.P. ("Laddcap"). The reporting person is also the managing member of Laddcap Value Associates LLC which is the general partner of Laddcap.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.89 to $1.95, inclusive. The reporting person undertakes to provide Delcath Systems, Inc., any security holder of Delcath Systems, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks:
/s/ Graham Miao, pursuant to a Confirming Statement executed by Robert B. Ladd, CFA 12/19/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Confirming Statement



This Confirming Statement ("Statement") confirms that the undersigned,

Robert B. Ladd, has authorized, directed and designated each of Barbra

Keck, Peter Graham, and Graham Miao (each a "Designee" and

together, the "Designees"), or either of them acting singly, to: (1) prepare,

 execute and file for and on behalf of the undersigned with the U.S.

Securities and Exchange Commission (the "SEC") a Form ID, including

 amendments thereto, enabling the undersigned to make electronic filings

with the SEC of reports required by Section 16(a) of the Securities Exchange

Act of 1934 and any rule or regulation thereunder; and (2) prepare, execute

 and file for and on behalf of the undersigned with the SEC and any stock

 exchange or similar authority, all Forms 3, 4, and 5, including any

amendments thereto, that the undersigned is required to file as an officer

 and/or director of Delcath Systems, Inc. (the "Company") in accordance

 with Section 16(a) of the Securities Exchange Act of 1934 and any rule

 or regulation thereunder.



The authority of the Designees under this Statement shall continue until the

 undersigned is no longer required to file Forms 3, 4, and 5 with

respect to the undersigned's holdings of and/or transactions in securities of

 the Company, unless earlier revoked by the undersigned in a signed writing

 delivered to the Designees.  The undersigned acknowledges that the

Designees are not assuming, nor is the Company assuming, any of the

 undersigned's responsibilities to comply with Section 16 of the Securities

 Exchange Act of 1934.  This Statement is not intended to be a power

of attorney as defined in the New York General Obligations Law,

Article 5, Title 15, Section 5-1501, and in the event this Statement is

determined to be a power of attorney under such statute, this Statement

shall not revoke any power of attorney previously executed by the

undersigned and shall not be revoked by any subsequent power of attorney

 unless such subsequent power of attorney expressly provides that it

 revokes this Statement by referring to the date and subject hereof.





Date: December 16, 2011



 Undersigned's Name:   Robert B. Ladd





   Undersigned's Signature:  /s/ Robert B. Ladd















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