|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants (Right to Buy) | $ 0.1184 | 06/21/2010 | P | 4,215,239 | (2) | (2) | Common Stock | 4,215,239 | $ 0.1184 | 4,215,239 | I (2) | See Remarks, note (2). |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
First Eagle Value in Biotechnology Master Fund, Ltd. C/O FIRST EAGLE INV. MGMT., GEN. COUNSEL 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
X | See Remarks. | ||
21 APRIL FUND LTD Citco Fund Services (Cayman Islands) Ltd Regatta Office Park West Bay Road GRAND CAYMAN, E9 KY1-1205 |
X | See Remarks. | ||
21 APRIL FUND LP C/O FIRST EAGLE INV. MGMT., GEN. COUNSEL 1345 AVENUE OF THE AMERICAS, 44TH FLOOR NEW YORK, NY 10105 |
X | See Remarks. | ||
DEF Associates N.V. C/O CITCO FUND SERVICES (CURACAO) N.V. KAYA FLAMBOYAN 9, P.O. BOX 812 CURACAO, P8 00000 |
X | See Remarks. |
Dan DeClue | 06/22/2010 | |
**Signature of Reporting Person | Date | |
Dan DeClue | 06/22/2010 | |
**Signature of Reporting Person | Date | |
Dan DeClue | 06/22/2010 | |
**Signature of Reporting Person | Date | |
Dan DeClue | 06/22/2010 | |
**Signature of Reporting Person | Date |
* | 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) | See Remarks, note (1). |
(2) | See Remarks, note (2). |
Remarks: (1) Consists of 9,716,704 shares purchased by First Eagle Value in Biotechnology Master Fund, Ltd. ("FEVIBMF"), 1,526,911 shares purchased by 21 April Fund, L.P. ("21 April LP"), 5,413,592 shares purchased by 21 April Fund, Ltd. ("21 April Ltd.") and 2,776,201 shares purchased by DEF Associates N.V. ("DEF Associates" and together with FEVIBMF, 21 April LP and 21 April Ltd., the "Funds"). The Funds may be deemed to be members of a Section 13(d) group owning more than 10% of the issuer's outstanding common stock. Each of the Funds disclaims Section 16 beneficial ownership of the reported securities and this report shall not be deemed an admission that any such Fund is the beneficial owner of such securities, except to the extent of its pecuniary interest therein. (2) Consists of 2,107,620 warrants purchased by FEVIBMF, 331,197 warrants purchased by 21 April LP, 1,174,245 warrants purchased by 21 April Ltd. and 602,177 warrants purchased by DEF Associates. The warrants are exercisable upon shareholder approval, which is expected to occur within 60 days from the transaction date. The warrants expire upon the earlier of 10 business days after shareholder approval or September 19, 2010. The Funds may be deemed to be members of a Section 13(d) group owning more than 10% of the issuer's outstanding common stock. Each of the Funds disclaims Section 16 beneficial ownership of the reported securities and this report shall not be deemed an admission that any such Fund is the beneficial owner of such securities, except to the extent of its pecuniary interest therein. |