- Amended Statement of Beneficial Ownership (SC 13D/A)
02 6월 2009 - 10:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 4)*
COUGAR
BIOTECHNOLOGY, INC.
Common Stock, par value
$0.0001 per share
(Title of
Class of Securities)
222083 10
7
(CUSIP
Number)
Horizon
BioMedical Ventures, LLC
Lindsay
A. Rosenwald, M.D.
787
Seventh Avenue, 48
th
Floor
New York,
New York 10019
(212)
554 4300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May
21,
2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box:
o
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*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
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).
Item
1. Security and Issuer.
This
statement constitutes Amendment No. 4 to the Schedule 13D relating to the Common
Shares, $0.0001 par value, (the “Shares”), of Cougar Biotechnology, Inc., a
Delaware corporation (the “Issuer”), and amends the Schedule 13D relating to the
Shares jointly filed by Horizon BioMedical Ventures, LLC (“Horizon”), and
Lindsay A. Rosenwald, M.D., on April 13, 2006, as amended by Amendment No. 2
filed on February 13, 2008, and Amendment No. 3 filed on February 3, 2009, on
behalf of Horizon. The Issuer did not file an Amendment No. 1 to the
Schedule 13D relating to the Shares. The address of Horizon’s
principle executive offices is 787 Seventh Avenue, 48
th
Floor,
New York, NY 10019.
Item
6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer
Item
6 is hereby amended to add the following:
On May
21, 2009, Horizon entered into a Tender and Support Agreement with Johnson &
Johnson in substantially the form attached hereto as Exhibit 99.2, the terms of
which are herein incorporated by reference, as an inducement to and condition to
Johnson & Johnson’s and Kite Merger Sub, Inc.’s willingness to enter into
that certain Agreement and Plan of Merger dated May 21, 2009 with the
Issuer.
On May
20, 2009, Johnson & Johnson also requested that Dr. Rosenwald, in his
personal capacity, enter into a Tender and Support Agreement in the same form as
the Tender and Support Agreement entered into by Horizon. Dr.
Rosenwald declined that request.
Item
7. Material to be Filed as Exhibits
Item
7 is hereby amended to add the following:
Exhibit
99.2
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Form
of Tender and Support Agreement substantially in the form entered into, by
and among Johnson & Johnson, Kite Merger Sub, Inc., and Horizon
BioMedical Ventures, LLC dated May 21, 2009 (filed as Exhibit 10.1 to the
Issuer’s Current Report on Form 8-K, dated May 26, 2009, and incorporated
herein by reference)
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SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this Statement is true, complete and
correct.
Date: June
1, 2009
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HORIZON BIOMEDICAL
VENTURES, LLC
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By:
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/s/ Lindsay A. Rosenwald, M.D.
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Name:
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Lindsay
A. Rosenwald, M.D.
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Title:
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Managing
Member
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Cougar Biotechnology (MM) (NASDAQ:CGRB)
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