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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 | |
ACCIPITER CAPITAL MANAGEMENT, LLC 666 5TH AVENUE, 35TH FLOOR NEW YORK, NY 10103 |
(See footnote 1) | |||
ACCIPITER LIFE SCIENCES FUND II L P 666 5TH AVENUE, 35TH FLOOR NEW YORK, NY 10103 |
X | |||
Accipiter Life Sciences Fund II Offshore Ltd C/O SIMON WHICKER (LIQUIDATOR), KPMG P.O. BOX 493, CENTURY YARD, CRICKET SQ GRAND CAYMAN KY1-106 |
X | |||
ACCIPITER LIFE SCIENCES FUND II QP L P 666 5TH AVENUE, 35TH FLOOR NEW YORK, NY 10103 |
X | |||
ACCIPITER LIFE SCIENCES FUND LP 666 5TH AVENUE, 35TH FLOOR NEW YORK, NY 10103 |
X | |||
ACCIPITER LIFE SCIENCES FUND OFFSHORE LTD 666 5TH AVENUE, 35TH FLOOR NEW YORK, NY 10103 |
X | |||
Candens Capital LLC 666 5TH AVENUE, 35TH FLOOR NEW YORK, NY 10103 |
X | |||
HOFFMAN GABE 666 5TH AVENUE, 35TH FLOOR NEW YORK, NY 10103 |
X |
By: Accipiter Capital Management, LLC; By: /s/ Gabe Hoffman, Managing Member | 02/10/2009 | |
**Signature of Reporting Person | Date | |
By: Accipiter Life Sciences Fund II, LP; By: Candens Capital, LLC, its General Partner; By: /s/ Gabe Hoffman, Managing Member | 02/10/2009 | |
**Signature of Reporting Person | Date | |
By: Accipiter Life Sciences Fund II (Offshore), Ltd..; By: /s/ Simon Whicker, Liquidator | 02/10/2009 | |
**Signature of Reporting Person | Date | |
By: Accipiter Life Sciences Fund II (QP), LP; By: Candens Capital, LLC, its General Partner; By: /s/ Gabe Hoffman, Managing Member | 02/10/2009 | |
**Signature of Reporting Person | Date | |
By: Accipiter Life Sciences Fund, LP; By: Candens Capital, LLC, its General Partner; By: /s/ Gabe Hoffman, Managing Member | 02/10/2009 | |
**Signature of Reporting Person | Date | |
By: Accipiter Life Sciences Fund (Offshore), Ltd.; By: Accipiter Capital Management, LLC, its Investment Manager, By: /s/ Gabe Hoffman, Managing Member | 02/10/2009 | |
**Signature of Reporting Person | Date | |
By: Candens Capital, LLC; By: /s/ Gabe Hoffman, Managing Member | 02/10/2009 | |
**Signature of Reporting Person | Date | |
By: /s/ Gabe Hoffman | 02/10/2009 | |
**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) | As a result of transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended, the aggregate beneficial ownership of the Issuer by the Reporting Persons is less than 10%, based on 23,286,489 shares of Class B Common Stock (16,286,489 shares of Class B Common Stock issued and outstanding as of September 30, 2008, reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on October 30, 2008, plus 7,000,000 shares of Class B Common Stock issued upon conversion of Class A Common Stock effective December 8, 2008, reported in the Issuer's Form 8-K filed with the SEC on December 8, 2008). |
(2) | Held by Accipiter Life Sciences Fund II (Offshore), Ltd. Accipiter Capital Management, LLC acts as an advisor to the liquidators of Accipiter Life Sciences Fund II (Offshore), Ltd. Accipiter Capital Management, LLC and Gabe Hoffman, the managing member of Accipiter Capital Management, LLC, hold a pecuniary interest in Accipiter Life Sciences Fund II (Offshore), Ltd. and disclaim beneficial ownership except to the extent thereof. |
(3) | Held by Accipiter Life Sciences Fund II (QP), LP. Candens Capital, LLC, the general partner of Accipiter Life Sciences Fund II (QP), LP and Gabe Hoffman, the managing member of Candens Capital, LLC, disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
(4) | Held by Accipiter Life Sciences Fund II, LP. Candens Capital, LLC, the general partner of Accipiter Life Sciences Fund II, LP and Gabe Hoffman, the managing member of Candens Capital, LLC, disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
(5) | Held by Accipiter Life Sciences Fund (Offshore), Ltd. Accipiter Capital Management, LLC, the investment manager of Accipiter Life Sciences Fund (Offshore), Ltd. and Gabe Hoffman, the managing member of Accipiter Capital Management, LLC, disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
(6) | Held by Accipiter Life Sciences Fund, LP. Candens Capital, LLC, the general partner of Accipiter Life Sciences Fund, LP and Gabe Hoffman, the managing member of Candens Capital, LLC, disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. |