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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ALTA BIOPHARMA PARTNERS II LP ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
MARDUEL ALIX ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
DELEAGE JEAN ONE EMBARCADERO CENTER 37TH FLOOR SAN FRANCISCO, CA 94111 |
X | |||
CHAMPSI FARAH ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
ALTA BIOPHARMA MANAGEMENT II LLC ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
ALTA EMBARCADERO BIOPHARMA PARTNERS II LLC ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
ALTA PARTNERS II INC ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111 |
X |
By Alta BioPharma Management II, LLC By /s/ Jean Deleage, Managing Director | 11/13/2008 | |
**Signature of Reporting Person | Date | |
/s/ Alix Marduel | 11/13/2008 | |
**Signature of Reporting Person | Date | |
/s/ Jean Deleage | 11/13/2008 | |
**Signature of Reporting Person | Date | |
/s/ Farah Champsi | 11/13/2008 | |
**Signature of Reporting Person | Date | |
/s/ Jean Deleage, Managing Director | 11/13/2008 | |
**Signature of Reporting Person | Date | |
/s/ Jean Deleage, Manager | 11/13/2008 | |
**Signature of Reporting Person | Date | |
/s/ Jean Deleage, President | 11/13/2008 | |
**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) | Alta BioPharma Partners II, L.P. ("ABPII") acquired an additional 103,519 shares of Common Stock and Alta Embarcadero BioPharma Partners II, LLC ("AEBPII") acquired an additional 1,307 shares of Common Stock from the issuer pursuant to the Amendment to Registration Rights Agreement dated November 11, 2008 in full satisfaction of cash liquidated damages owed under the Registration Rights Agreement dated as of March 14, 2008. The shares of Common Stock were valued at $1.45 per share, the closing market price of the Common Stock on the NASDAQ Capital Market on November 11, 2008. |
(2) | These securities are held of record by ABPII. Alta BioPharma Management II, LLC ("ABMII") is the General Partner of ABPII. Jean Deleage, Alix Marduel, and Farah Champsi are managing directors and Edward Penhoet is a director of ABMII and they exercise shared voting and investment power with respect to the shares owned by ABPIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extend of his, her or its proportionate pecuniary interest therein. |
(3) | Mr. Edward Penhoet is a director of the Issuer and files separate reports pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. |
(4) | These securities are held of record by AEBPII. Alta Partners II, Inc. ("APII") provides investment advisory services to ABPIII and AEBPIII. Jean Deleage, Alix Marduel, and Farah Champsi are managers of AEBPIII and exercise shared voting and investment power over the shares held by AEBPII. Each of the reporting persons disclaims beneficial ownership of all such shares except to the extent of his or her proportionate pecuniary interest therein. |