-----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, TzJZD0W7TpIOfU/nFD9ABPP2uaD6sbm1ff3OZUwgz8LcQ3w32ZNGLQIoaPnoj0FO 3E6cYsjA/sQc0Omvu7fRBw== 0000905718-07-000265.txt : 20070814 0000905718-07-000265.hdr.sgml : 20070814 20070814171817 ACCESSION NUMBER: 0000905718-07-000265 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIA Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001003929 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330687976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50201 FILM NUMBER: 071056883 BUSINESS ADDRESS: STREET 1: 750 BATTERY STREET STREET 2: SUITE 330 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-283-2200 MAIL ADDRESS: STREET 1: 750 BATTERY STREET STREET 2: SUITE 330 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: CORAUTUS GENETICS INC DATE OF NAME CHANGE: 20030206 FORMER COMPANY: FORMER CONFORMED NAME: GENSTAR THERAPEUTICS CORP DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: UROGEN CORP DATE OF NAME CHANGE: 19960508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xmark Opportunity Partners, LLC CENTRAL INDEX KEY: 0001347039 IRS NUMBER: 202052197 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 301 TRESSER BOULEVARD STREET 2: SUITE 1320 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-653-2500 MAIL ADDRESS: STREET 1: 301 TRESSER BOULEVARD STREET 2: SUITE 1320 CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G 1 via13gaug07.txt SC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VIA PHARMACEUTICALS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 92554T103 - -------------------------------------------------------------------------------- (CUSIP Number) August 8, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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 in 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). CUSIP No. 92554T103 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Xmark Opportunity Partners, LLC 20-2052197 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Delaware, United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 1,500,000** ---------------------------------------- (6) Shared Voting Power: ** ---------------------------------------- (7) Sole Dispositive Power: 1,500,000** ---------------------------------------- (8) Shared Dispositive Power: ** ---------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,500,000** - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ** - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 7.6%** - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- ** Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member of the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), and, as such, possesses sole power to vote and direct the disposition of all securities of VIA Pharmaceuticals, Inc., a Delaware corporation (the "Company"), held by Opportunity LP and Opportunity Ltd. David C. Cavalier and Mitchell D. Kaye, the Chief Operating Officer and Chief Executive Officer, respectively, of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. As of August 8, 2007, Opportunity LP held 300,000 shares of Common Stock, $0.001 par value per share (the "Common Shares"), of the Company and Opportunity Ltd held 1,200,000 Common Shares of the Company. Based on information received from the Company, there were 19,718,408 Common Shares of the Company issued and outstanding as of August 8, 2007. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Opportunity Partners is deemed to beneficially own 1,500,000 Common Shares of the Company, or 7.6% of the Common Shares of the Company deemed issued and outstanding as of August 8, 2007. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in Opportunity LP and Opportunity Ltd, if any. Item 1(a). Name Of Issuer: VIA Pharmaceuticals, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 750 Battery Street, Suite 330 San Francisco, California 94111 Item 2(a). Name of Person Filing: Xmark Opportunity Partners, LLC Item 2(b). Address of Principal Business Office or, if None, Residence: 301 Tresser Boulevard, Suite 1320 Stamford, CT 06901 Item 2(c). Citizenship: Xmark Opportunity Partners, LLC is a Delaware limited liability company. Item 2(d). Title of Class of Securities: Common Stock, $0.001 par value per share Item 2(e). CUSIP No.: 92554T103 Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned: 1,500,000** (b) Percent of Class: 7.6%** (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote 1,500,000** (ii) shared power to vote or to direct the vote ** (iii) sole power to dispose or to direct the disposition of 1,500,000** (iv) shared power to dispose or to direct the disposition of ** Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: [ ] Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. - ------------------- ** Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member of the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), and, as such, possesses sole power to vote and direct the disposition of all securities of VIA Pharmaceuticals, Inc., a Delaware corporation (the "Company"), held by Opportunity LP and Opportunity Ltd. David C. Cavalier and Mitchell D. Kaye, the Chief Operating Officer and Chief Executive Officer, respectively, of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. As of August 8, 2007, Opportunity LP held 300,000 shares of Common Stock, $0.001 par value per share (the "Common Shares"), of the Company and Opportunity Ltd held 1,200,000 Common Shares of the Company. Based on information received from the Company, there were 19,718,408 Common Shares of the Company issued and outstanding as of August 8, 2007. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Opportunity Partners is deemed to beneficially own 1,500,000 Common Shares of the Company, or 7.6% of the Common Shares of the Company deemed issued and outstanding as of August 8, 2007. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in Opportunity LP and Opportunity Ltd, if any. 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 that purpose or effect. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 14, 2007 XMARK OPPORTUNITY PARTNERS, LLC By: XMARK CAPITAL PARTNERS, LLC, its Managing Member By: /s/ Mitchell D. Kaye ------------------------------- Name: Mitchell D. Kaye Title: Chief Executive Officer Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----