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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 | ||||||||
Warrant | $ 0.65 | 04/25/2006 | J | 3,821,193 | 09/26/2006 | 09/26/2011 | Common Stock | 3,821,193 | $ 0 | 0 | I | See footnote (5) | |||
Warrant | $ 0.65 | 04/25/2006 | J | 505,590 | 09/26/2006 | 09/26/2011 | Common Stock | 505,590 | $ 0 | 0 | I | See footnote (6) | |||
Warrant | $ 0.65 | 04/25/2006 | J | 608,343 | 09/26/2006 | 09/26/2011 | Common Stock | 608,343 | $ 0 | 0 | I | See footnote (7) | |||
Warrant | $ 0.65 | 04/25/2006 | J | 4,935,126 | 09/26/2006 | 09/26/2011 | Common Stock | 4,935,126 | $ 0 | 8,381,925 | I | See footnote (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Baker Brothers Life Sciences Capital (GP), LLC 667 MADISON AVENUE 17TH FLOOR NEW YORK, NY 10021 |
X | |||
Baker Biotech Capital II (GP), LLC 667 MADISON AVE 17TH FLOOR NEW YORK, NY 10021 |
X | |||
Baker Biotech Capital II (Z) (GP), LLC 667 MADISON AVENUE 17TH FLOOR NEW YORK, NY 10021 |
X | |||
Baker Biotech Capital III (Z) (GP), LLC 667 MADISON AVENUE 17TH FLOOR NEW YORK, NY 10021 |
X | |||
BAKER JULIAN 667 MADISON AVENUE NEW YORK, NY 10021 |
X | |||
BAKER FELIX 667 MADISON AVENUE NEW YORK, NY 10021 |
X |
/s/ Julian C. Baker, as Managing Member of Baker Biotech Capital II (GP), LLC | 08/17/2006 | |
**Signature of Reporting Person | Date | |
/s/ Julian C. Baker, as Managing Member of Baker Biotech Capital II (Z) (GP), LLC | 08/17/2006 | |
**Signature of Reporting Person | Date | |
/s/ Julian C. Baker, as Managing Member of Baker Biotech Capital III (GP), LLC | 08/17/2006 | |
**Signature of Reporting Person | Date | |
/s/ Julian C. Baker, as Managing Member of Baker Biotech Capital III (Z) (GP), LLC | 08/17/2006 | |
**Signature of Reporting Person | Date | |
s/ Julian C. Baker, as Managing Member of Baker Brothers Life Sciences Capital (GP), LLC | 08/17/2006 | |
**Signature of Reporting Person | Date | |
/s/ Julian C. Baker | 08/17/2006 | |
**Signature of Reporting Person | Date | |
/s/ Felix J. Baker | 08/17/2006 | |
**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) | In addition to Baker Brothers Life Sciences Capital (GP), LLC (formerly known as Baker Biotech Capital III (GP), LLC), this form is being filed jointly by Julian C. Baker, Felix J. Baker, Baker Biotech Capital II (GP), LLC, Baker Biotech Capital II (Z)(GP), LLC, and Baker Biotech Capital III (Z)(GP), each of whom has the same business address as Baker Brothers Life Sciences Capital (GP), LLC. Each of the reporting persons disclaims beneficial ownership of the securities reported hereon except to the extent of his or its pecuniary interest, if any, therein. |
(2) | On April 25, 2006, Baker Biotech Fund II, L.P., Baker Biotech Fund II (Z), L.P. and Baker Biotech Fund III (Z), L.P. were merged with and into Baker Biotech Fund III, L.P. which changed its name simultaneously therewith to Baker Brothers Life Sciences, L.P. Simultaneously therewith, Baker Biotech Capital II, L.P., Baker Biotech Capital II (Z), L.P., and Baker Biotech Capital III (Z), L.P., the general partners of Baker Biotech Fund II, L.P., Baker Biotech Fund II (Z), L.P. and Baker Biotech Fund III (Z), L.P., respectively, were merged with and into Baker Biotech Capital III, L.P., the general partner of Baker Biotech Fund III, L.P., and Baker Biotech Capital III, L.P. changed its name simultaneously therewith to Baker Brothers Life Sciences Capital, L.P. (Continued in footnote 3.) |
(3) | In addition, simultaneously therewith, Baker Biotech Capital II (GP), LLC, Baker Biotech Capital II (Z)(GP), LLC, and Baker Biotech Capital III (Z)(GP), LLC, the general partners of Baker Biotech Capital II, L.P., Baker Biotech Capital II (Z), L.P., and Baker Biotech Capital III (Z), L.P., respectively, were merged with and into Baker Biotech Capital III (GP), LLC, the general partner of Baker Biotech Capital III, L.P. and Baker Biotech Capital III (GP), LLC changed its name simultaneously therewith to Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital II (GP), LLC, Baker Biotech Capital II (Z)(GP), LLC, Baker Biotech Capital III (Z)(GP), LLC and Baker Brothers Life Sciences Capital (GP), LLC, and may have a pecuniary interest in shares held by them. Such pecuniary interest, if any, was unchanged as a result of the mergers referred to herein. (Continued in footnote 4.) |
(4) | Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the shares reported herein except to the extent of their pecuniary interest, if any, therein. |
(5) | Represents securities owned directly by Baker Biotech Fund II, L.P., which is no longer subject to Section 16 of the Securities Exchange Act of 1934. |
(6) | Represents securities owned directly by Baker Biotech Fund II (Z), L.P., which is no longer subject to Section 16 of the Securities Exchange Act of 1934. |
(7) | Represents securities owned directly by Baker Biotech Fund III(Z), L.P., which is no longer subject to Section 16 of the Securities Exchange Act of 1934. |
(8) | Represents securities owned directly by Baker Brothers Life Sciences, L.P. (formerly known as Baker Biotech Fund III, L.P.). |