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OMB
APPROVAL
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OMB
Number: 3235-0145
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Expires:
February 28, 2009
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Estimated
average burden
hours
per response. . . 14.5
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CUSIP
No. 654145 101
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Joshua
A. Kazam
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization: United States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power 1,231,8201
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8.
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Shared
Voting Power 779,3712
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9.
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Sole
Dispositive Power 1,231,8201
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10.
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Shared
Dispositive Power 779,3712
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person 2,011,1911,
2
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11) 8.35%
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14.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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Security
and Issuer
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The
name of the Issuer is Nile Therapeutics, Inc., a Delaware corporation
(“Issuer”), which has its principal executive offices at 2850 Telegraph
Ave., Berkeley, CA 94705. This statement relates to Issuer’s common stock,
$0.001 par value per share.
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Item
2.
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Identity
and Background
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This
Schedule 13D is being filed on behalf of:
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(a)
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Joshua
A. Kazam (the “Reporting Person”)
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(b)
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c/o
Two River Group Holdings, LLC
689
5th
Avenue, 12th
Floor
New
York, NY 10022
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(c)
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The
Reporting Person is the Vice-President of Two River Group Management,
LLC
(“TRGM”), a Delaware limited liability company, which is the managing
member of Two River Group Holdings, LLC (“TRGH”), a Delaware limited
liability company. TRGM is in the business of creating companies
to
commercially develop therapeutic compounds to treat human
diseases.
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(d)
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During
the last five years, the Reporting Person has not been (A) convicted
in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or
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| (e) | (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. | |
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(f)
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United
States of America
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Item
3.
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Source
and Amount of Funds or Other Consideration
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The
Reporting Person received the securities covered by this statement
pursuant to an Agreement and Plan of Merger dated August 15, 2007
(the
“Merger
Agreement”),
between SMI Products, Inc. (“SMI”),
Nile Merger Sub., Inc., a Delaware corporation and wholly owned
subsidiary
of SMI (“Nile
Merger Sub”),
and Nile Therapeutics, Inc., a Delaware corporation (“Old Nile”),
Nile Merger Sub merged with and into Old Nile, with Old Nile remaining
as
the surviving entity and a wholly owned operating subsidiary of
SMI. This
transaction is referred to throughout this report as
the “Merger.”
The Merger Agreement and the terms and conditions contained therein
are
more fully described in the Issuer’s current reports on Form 8-K filed on
August 17, 2007 and September 21, 2007.
On
September 17, 2007, SMI filed a Certificate of Ownership with the
Secretary of State of the State of Delaware pursuant to which Old
Nile,
SMI’s wholly-owned subsidiary by virtue of the Merger, merged with
and
into SMI with SMI remaining as the surviving corporation to that
merger.
In connection with that short-form merger, and as set forth in
the
Certificate of Ownership, SMI changed its corporate name to “Nile
Therapeutics, Inc.”
Pursuant
to the Merger Agreement, at the effective time of the Merger, on
September
17, 2007 the Reporting Person exchanged 386,500 shares of common
stock of
Old Nile, par value $0.001 per share for 1,066,290 shares of the
Issuer’s
Common Stock and the Kash Family Foundation exchanged 60,000 shares
common
stock of Old Nile for 165,130 shares of the Issuer’s Common Stock. At the
same time, the Kazam Family Trust, for which the Reporting Person’s wife
is the trustee, exchanged 222,500 shares of Old Nile’s common stock for
613,841 shares of the Issuer’s Common Stock and the Reporting Person’s
wife exchanged 60,000 shares of Old Nile’s common stock held under the
Uniform Gift to Minors Act for the benefit of their minor child
for
165,530 shares of the Issuer’s Common Stock. The Reporting Person
disclaims beneficial ownership of such securities.
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Item
4.
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Purpose
of Transaction
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The
Reporting Person received the securities described in this statement
pursuant to the Merger Agreement described in Item 3 above. In
connection
with the Merger, there was a change of control of the Board of
Directors
of the Issuer. In connection with such reorganization, the Reporting
Person was appointed to the Board of Directors of the Issuer.
Except
as set forth in this Schedule 13D and the Form 8-K referred to
above, the
Reporting Person has made no proposals, and has entered into no
agreements, which would be related to or would result in any of
the events
or matters described in part (a) through (j) of Item 4 of Schedule
13D.
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Item
5.
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Interest
in Securities of the Issuer
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(a)
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The
Reporting Person may be deemed to be the beneficial owner of 2,011,191
shares of the Issuer’s Common Stock, representing 8.35% of the outstanding
shares of the Issuer’s Common Stock. This number includes: (a) 165,530
shares of the Issuer’s Common Stock owned by the Kash Family Foundation
for which the Reporting Person serves as trustee, (b) 613,841 shares
of
the Issuer’s Common Stock held by the Kazam Family Trust, the trustee of
which is the Reporting Person’s wife, and (c) 165,530 shares of the
Issuer’s Common Stock held by the Reporting Person’s wife as custodian for
the benefit of their minor child under the Uniform Gift to Minors
Act. The
Reporting Person controls the right to vote and dispose of the
securities
listed in (a) but has no pecuniary interest therein. The Reporting
Person
disclaims beneficial ownership over the securities listed in (b)
and (c).
The Reporting Person does not own any other securities of the Issuer.
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(b)
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The
Reporting Person has the sole power to vote and dispose of 1,231,820
shares
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(c)
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Except
as disclosed in this 13D, the Reporting Person did not effect any
transactions in the Issuer's securities within the past 60
days.
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(d)
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No
other person is known to have the right to receive or the power
to direct
the receipt of dividends from, or the proceeds from the sale of,
the
Reporting Person's securities.
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(e)
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Not
applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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The
Reporting Person will vote his shares in favor of the election
of Mr.
Peter M. Strumph, the Chief Executive Officer of the Issuer, to
the Board
of Directors during the term of Mr. Strumph’s employment with the Issuer.
Except
as disclosed herein and in the current report on Form 8-K filed
by the
issuer on August 17, 2007 and September 21, 2007, there are no
contracts,
arrangements, understandings or relationships (legal or otherwise)
among
the Reporting Person and any other person with respect to any securities
of the Issuer, including, but not limited to transfer or voting
of any of
the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or
loss, or the giving or withholding of proxies.
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Item
7.
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Material
to Be Filed as Exhibits
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(a)
Agreement and Plan of Merger, dated as of August 15, 2007, by and
among
SMI Products, Inc., a Delaware corporation, Nile Merger Sub, Inc.,
a
Delaware corporation and a wholly-owned subsidiary of SMI, and
Nile
Therapeutics, Inc., a Delaware corporation (incorporated by reference
to
Exhibit 2.1 of the Issuer's Current Report on Form 8-K filed on
August 17,
2007).
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Date:
September 25, 2007
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Signature:
/s/ Joshua A. Kazam
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Name/Title:
Joshua A. Kazam
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