-----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, ImAl2RWbvGQaGp692xB/swm8/K355vpv2Ji0WWrjJLY8BBbXuRZvAWr+nc80FXB6 IQHFX6TV/la8mh/8ANaiXQ== 0001144204-06-005090.txt : 20060210 0001144204-06-005090.hdr.sgml : 20060210 20060210150510 ACCESSION NUMBER: 0001144204-06-005090 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51051 FILM NUMBER: 06598045 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: ROSENWALD LINDSAY A MD CENTRAL INDEX KEY: 0000941841 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 375 PARK AVE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324366 MAIL ADDRESS: STREET 1: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: ROSENWALD LINDSAY MD DATE OF NAME CHANGE: 19950316 SC 13G/A 1 v035212_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (AMENDMENT NO. 7) UNDER THE SECURITIES EXCHANGE ACT OF 1934 MANHATTAN PHARMACEUTICALS, INC. Common Stock, par value $0.001 per share (Title of Class of Securities) 563118207 CUSIP Number December 31, 2005 (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) LINDSAY A. ROSENWALD, M.D. 2 Check the Appropriate Box If a Member of a Group * a. |_| b. |_| 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 4,023,070 Shares Beneficially 6 Shared Voting Power Owned By 189 Each Reporting 7 Sole Dispositive Power Person 4,023,070 With 8 Shared Dispositive Power 189 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,023,259 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares * |_| 11 Percent of Class Represented By Amount in Row (9) 6.6% 12 Type of Reporting Person * IN * see instructions before filling out ITEM 1(A) NAME OF ISSUER: Manhattan Pharmaceuticals, Inc. (the "Issuer") ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 810 Seventh Avenue New York, NY 10019 ITEM 2(A) NAME OF PERSON FILING: Lindsay A. Rosenwald, M.D. (the "Reporting Person"). ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: c/o Paramount BioCapital Investments, LLC 787 Seventh Avenue, 48th Floor New York, NY 10036 ITEM 2(C) CITIZENSHIP: The Reporting Person 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: Reporting Person beneficially owns 4,023,259 Shares, consisting of (i) 3,183,421 Shares held directly by the Reporting Person; (ii) 839,649 Shares to be held directly by the Reporting Person upon the exercise of warrants; (iii) 38 Shares held by June Street Company of which the Reporting Person is the sole shareholder; (iv) 38 Shares held by Huntington Street Company of which the Reporting Person is the sole shareholder; (v) 80 Shares held by the Reporting Person's wife, over which Shares the Reporting Person may be deemed to have sole voting and dispositive power, although the Reporting Person disclaims beneficial ownership of such Shares except with regard to his pecuniary interest therein, if any; and (vi) 33 Shares held by the Reporting Person's minor children, over which Shares the Reporting Person may be deemed to have sole voting and dispositive power, although the Reporting Person disclaims beneficial ownership of such Shares except with regard to his pecuniary interest therein, if any. ITEM 4(B) PERCENT OF CLASS: See Item 11 of the cover page. ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or direct the vote: Please see Item 5 of the cover page. (ii) Shared power to vote or to direct the vote Please see Item 6 of the cover page. (iii) Sole power to dispose or to direct the disposition of Please see Item 7 of the cover page. (iv) Shared power to dispose or to direct the disposition of Please see Item 8 of the 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 I certify that, to the best of my 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. 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. February 10, 2006 -------------------------- Lindsay A. Rosenwald, M.D. -----END PRIVACY-ENHANCED MESSAGE-----