UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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 |
|
| ||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ACCIPITER CAPITAL MANAGEMENT, LLC 399 PARK AVENUE, 38TH FLOOR NEW YORK, NY 10022 |
 |  X |  |  |
ACCIPITER LIFE SCIENCES FUND II L P 399 PARK AVE 37TH FL NEW YORK, NY 10022 |
 |  X |  |  |
Accipiter Life Sciences Fund II Offshore Ltd 399 PARK AVE 38TH FLOOR NEW YORK, NY 10022 |
 |  X |  |  |
ACCIPITER LIFE SCIENCES FUND II QP L P 399 PARK AVE 37TH FL NEW YORK, NY 10022 |
 |  X |  |  |
ACCIPITER LIFE SCIENCES FUND LP Â |
 |  X |  |  |
ACCIPITER LIFE SCIENCES FUND OFFSHORE LTD Â |
 |  X |  |  |
Candens Capital LLC C/O ACCIPITER CAPITAL MANAGEMENT, LLC 399 PARK AVENUE, 38TH FLOOR NEW YORK, NY 10022 |
 |  X |  |  |
HOFFMAN GABE C/O ACCIPITER CAPITAL MANAGEMENT, LLC 399 PARK AVENUE, 37TH FLOOR NEW YORK, NY 10022 |
 |  X |  |  |
By: Accipiter Capital Management, LLC; By: /s/ Gabe Hoffman, Managing Member | 12/21/2007 | |
**Signature of Reporting Person | Date | |
By: Candens Capital, LLC, its General Partner; By: s/ Gabe Hoffman, Managing Member | 12/21/2007 | |
**Signature of Reporting Person | Date | |
By: Accipiter Capital Management, LLC, its Investment Manager; By: /s/ Gabe Hoffman, Managing Member | 12/21/2007 | |
**Signature of Reporting Person | Date | |
By: Candens Capital, LLC, its General Partner; By: s/ Gabe Hoffman, Managing Member | 12/21/2007 | |
**Signature of Reporting Person | Date | |
By: Candens Capital, LLC, its General Partner; By: s/ Gabe Hoffman, Managing Member | 12/21/2007 | |
**Signature of Reporting Person | Date | |
By: Accipiter Capital Management, LLC, its Investment Manager; By: /s/ Gabe Hoffman, Managing Member | 12/21/2007 | |
**Signature of Reporting Person | Date | |
/s/ Candens Capital LLC, | 12/21/2007 | |
**Signature of Reporting Person | Date | |
/s/ Hoffman, Gabe | 12/21/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Includes (i) 447,567 shares of Series B Common Stock purchased from the underwriters on December 12, 2007, the closing date of the Issuer's Initial Public Offering (the Closing) and (ii) 15,887 shares of Series B Common Stock purchased in the open market prior to the Closing. |
(2) | 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. |
(3) | Includes (i) 890,042 shares of Series B Common Stock purchased from the underwriters at the Closing and (ii) 24,020 shares of Series B Common Stock purchased in the open market prior to the Closing. |
(4) | Held by Accipiter Life Sciences Fund II (Offshore), Ltd. Accipiter Capital Management, LLC, the investment manager of Accipiter Life Sciences Fund II (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. |
(5) | Includes (i) 515,085 shares of Series B Common Stock purchased from the underwriters at the Closing and (ii) 13,994 shares of Series B Common Stock purchased in the open market prior to the Closing. |
(6) | 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. |
(7) | Includes (i) 450,427 shares of Series B Common Stock purchased from the underwriters at the Closing and (ii) 12,162 shares of Series B Common Stock purchased in the open market prior to the Closing. |
(8) | 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. |
(9) | Includes (i) 446,879 shares of Series B Common Stock purchased from the underwriters at the Closing and (ii) 15,862 shares of Series B Common Stock purchased in the open market prior to the Closing. |
(10) | 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. |