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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.[ ])*
GERON CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
374163103
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(CUSIP Number)
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APRIL 8, 2003
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1 of 9 Pages
13G
CUSIP No.374163103 PAGE 2 OF 9 PAGES
________________________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
Millennium Partners, L.P.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,500,000 (see item 4)
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,500,000 (see item 4)
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 (see item 4)
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.45% (see item 4)
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
Page 2 of 9 Pages
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
13G
CUSIP No.374163103 PAGE 3 OF 9 PAGES
________________________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
The Riverview Group, LLC
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,500,000 (see item 4)
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,500,000 (see item 4)
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 (see item 4)
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.45% (see item 4)
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
Page 3 of 9 Pages
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1.
(a) Name of Issuer
Geron Corporation
(b) Address of Issuer's Principal Executive Offices:
230 Constitution Drive
Menlo Park, California 94025
Item. 2
(a) Name of Persons Filing:
Millennium Partners, L.P. ("Millennium")
The Riverview Group ("Riverview")
(b) Address of Principal Business Office:
Millennium
c/o Millennium Management, LLC
666 5th Avenue
New York, NY 10009
Riverview
666 5th Avenue
New York, NY, 10103
(c) Citizenship:
Millennium:
The Cayman Islands
Riverview:
United States, Delaware
(d) Title of Class of Securities:
Common Stock, par value $0.001 per share
(e) CUSIP Number: 374163103
4 of 9 Pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSONS FILING ARE A:
(a) |_| Broker or dealer registered under Section 15 of the Exchange
Act;
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) |_| Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) |_| Investment company registered under Section 8 of the
Investment Company Act;
(e) |_| An Investment advisor in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan of an endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box |X|
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
Sage:
(a) Amount Beneficially Owned:
25,000,000 shares of Common Stock 1
(b) Percent of Class:
8.45% 2
(c) Number of shares as to which Sage has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
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1 Includes 2,200,000 shares of Common Stock owned by Riverview and 300,000
shares of Common Stock issuable upon exercise of Warrant issued to Riverview on
April 8, 2003.
2 Based on 25,197,641 shares of Common Stock issued and outstanding as of April
8, 2003 as represented by the Issuer to Riverview, plus the 4,400,000 shares
issued by the Company on April 8, 2003, for a total of 29,597,641 shares of
Common Stock.
5 of 9 Pages
2,500,000 shares of Common Stock (see Footnote 1)
(iii) Sole power to dispose or to direct the disposition
of:
0
(iv) Shared power to dispose or to direct the disposition
of:
2,500,000 shares of Common Stock (see Footnote 1)
Riverview:
(a) Amount Beneficially Owned:
2,500,000 shares of Common Stock (see Footnote 1)
(b) Percent of Class:
8.45% (see Footnote 2)
(c) Number of Shares as to which Riverview has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,500,000 shares of Common Stock (see Footnote 1)
(iii) Sole power to dispose or to direct the disposition
of:
0
(iv) Shared power to dispose or to direct the disposition
of:
2,500,000 shares of Common Stock (see Footnote 1)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Inapplicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Pursuant to a partnership agreement between Riverview and
Millennium, Millennium has the power to sell or vote on behalf of
Riverview some or all of the shares of Common Stock to which this
report relates. Accordingly, under Rule 13d-3(a), Millennium may
be deemed to be the beneficial owner of shares owned by Riverview.
6 of 9 Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Inapplicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See the Joint Filing Agreement Attached hereto as an Exhibit.
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.
Inapplicable
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
7 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Millennium Partners, L.P.
By: \S\ROBERT WILLIAMS
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Name: Robert Williams
Title: Chief Financial Officer
The Riverview Group, LLC
By: \S\ROBERT WILLIAMS
----------------------------
Name: Robert Williams
Title: Chief Financial Officer
8 of 9 Pages
JOINT FILING AGREEMENT
In accordance with rule 13d-1(k)(1) of the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13G, and all amendments thereto, and
that such statement, and all amendments thereto, is made on behalf of each of
them.
IN WITNESS WHEREOF, the undersigned hereby executed this agreement on
April 17, 2003.
Millennium Partners, L.P.
By: \S\ ROBERT WILLIAMS
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Name: Robert Williams
Title: Chief Financial Officer
The Riverview Group, LLC
By: \S\ ROBERT WILLIAMS
-----------------------------
Name: Robert Williams
Title: Chief Financial Officer
9 of 9 Pages