Edgar Filing: Castle Brands 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 ^*

Mellon HBV SPV LLC

2. Issuer Name and Ticker or Trading Symbol
Castle Brands Inc [ROX]

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)

200 PARK AVENUE, 54TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2006

(Street)

NEW YORK, NY 10166

4. If Amendment, Date Original Filed(Month/Day/Year)
04/12/2006

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock ⁽¹⁾	04/10/2006		C		526,985	A	$ 7	526,985	D ⁽⁵⁾

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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

6% Convertible Subordinated Notes ⁽¹⁾

$ 7 ⁽²⁾

04/10/2006

$ 3,688,892

⁽³⁾

⁽⁴⁾

Common Stock

526,985

$ 0

$ 5,533,334

D ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mellon HBV SPV LLC 200 PARK AVENUE 54TH FLOOR NEW YORK, NY 10166		X
MELLON HBV ALTERNATIVE STRATEGIES LLC 200 PARK AVE STE 3300 NEW YORK, NY 10166-3399		X

Signatures

/s/ Patrick Brennan, Chief Adminstrative Officer of Mellon HBV Alternative Strategies LLC, as Managing Member of Mellon HBV SPV LLC		06/21/2006
^**Signature of Reporting Person		Date
/s/ William F. Harley, Chief Investment Officer, of Mellon HBV Alternative Strategies LLC		06/21/2006
^**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)	Amending prior filing to exclude, pursuant to Rule 16a-1(a)(1)(v) under the Securities Exchange Act of 1934 (the "Exchange Act"), shares held for the benefit of a third party managed account by Mellon HBV Alternative Strategies LLC ("Mellon HBV"), a registered investment advisor and a reporting person. Such shares were acquired without the purpose or effect of changing or controlling the Issuer. Excluding such shares, benefical ownership of Mellon HBV is less than 10% and, consequently, the reporting persons are not subject to Section 16 of the Exchange Act and have exited the reporting system.
(2)	$3,688,892 of the notes automatically converted into shares of Issuer's Common Stock at $7.00 per share at the initial public offering. The remaining principal amount of the notes are convertible at $8.00 per share.
(3)	Immediately
(4)	The maturity date of the notes is March 1, 2010. However, any outstanding principal balance on the notes would automatically convert at such time as the closing price of Issuer's Common Stock is $20.00 per share for 30 consecutive days after March 1, 2008.
(5)	Mellon HBV, the managing member of Mellon HBV SPV LLC ("Mellon SPV"), is a registered investment adviser, and serves as investment advisor to affiliated investment funds and separately managed accounts over which it exercises discretionary authority. By virtue of its relationship with Mellon SPV, Mellon HBV may be deemed to have sole voting and dispository power of the shares of the Issuer's Common Stock, and so may be deemed to beneficially own such shares.

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