-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F5aHLvCMt4fBfm3IoCvE8CjvrdOcAn9oFjPcS8Ixy9DKY3IxO8g5uycCl/o2MtPy r8kiKEpaMi/Ipd0Uuc6xJA== 0001144204-04-001511.txt : 20040217 0001144204-04-001511.hdr.sgml : 20040216 20040213181549 ACCESSION NUMBER: 0001144204-04-001511 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANHATTAN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001001316 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 363898269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51051 FILM NUMBER: 04601318 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125544555 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC TECHNOLOGY VENTURES INC DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOBELL J JAY CENTRAL INDEX KEY: 0001172659 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 580 1665 MAIL ADDRESS: STREET 1: 365 W END AVE STREET 2: APARTMENT 10A CITY: NEW YORK STATE: NY ZIP: 10024 SC 13G 1 v01632_13g-manhattan.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Manhattan Pharmaceuticals, Inc. ------------------------------- Common Stock, no par value per share ------------------------------------ (Title of Class of Securities) 563118207 ------------ CUSIP Number December 31, 2003 ------------------------------------ (Date of Event which Requires Filing of this Statement) 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) *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). Continued on following pages Page 1 of 5 Pages SCHEDULE 13G CUSIP No. 563118207 Page 2 of 5 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JAY LOBELL 2 Check the Appropriate Box If a Member of a Group * a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 4,096,135 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 4,096,135 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,096,135 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares * [ ] 11 Percent of Class Represented By Amount in Row (9) 15.15% 12 Type of Reporting Person * IN * see instructions before filling out CUSIP No. 563118207 Page 3 of 5 Item 1(a) Name of Issuer: Manhattan Pharmaceuticals, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 787 7th Avenue, 48th Floor New York, NY 10019 Item 2(a) Name of Person Filing: Jay Lobell (the "Reporting Person"). Item 2(b) Address of Principal Business Office or, if None, Residence: 365 West End Ave. NY, NY 10024 Item 2(c) Citizenship: Mr. Lobell is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock (the "Shares"). Item 2(e) CUSIP Number: 563118207 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: Each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: Mr. Lobell may be deemed the beneficial owner of 4,096,135 Shares. Beneficial ownership consists of voting and dispositive power over (i) 3,133,912 Shares owned by the Rosenwald 2000 Family Trust, for which Mr. Lobell serves as the trustee, which consists of 2,913,057 Shares and 24,294 shares of preferred stock that are convertible into 220,855 Shares; (ii) 294,316 Shares owned by the Lindsay A. Rosenwald 2000 (Delaware) Irrevocable Indenture of Trust for which Mr. Lobell is investment manager; (iii) 277,071 shares owned by the Lindsay A. Rosenwald Alaska Irrevocable Indenture of Trust of which Mr. Lobell serves as trustee; (iv) 277,071 shares owned by the Lindsay A. Rosenwald Rhode Island Irrevocable Indenture of Trust for which Mr. Lobell serves as investment manager; and (V) 25,419 Shares and Preferred Stock convertible into 88,345 Shares owned by Mr. Lobell directly. CUSIP No. 563118207 Page 4 of 5 Item 4(b) Percent of Class: Please see Item 11 of each cover page. Item 4(c) Number of shares as to which such person has: (i) Sole power to vote or Please see Item 5 of each direct the vote: cover page (ii) Shared power to vote or Please see Item 6 of each to direct the vote cover page (iii) Sole power to dispose or to Please see Item 7 of each direct the disposition of cover page (iv) Shared power to dispose or Please see Item 8 of each to direct the disposition of cover page Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: See Item 4 Above Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such purpose or effect. Page 5 of 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct, as of this February 2, 2004. JAY LOBELL By /s/ Jay Lobell -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----