Amendment No.2 to Schedule 13G

-----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, DMVGbGlbk6817UP+VOY4iOUvsz4RUFO380BgYikvqHPdE3EfCLHnKuNptI5hwnDy gU2pHqo25ZSLr1RU23KZ6w== 0001193125-06-017993.txt : 20060202 0001193125-06-017993.hdr.sgml : 20060202 20060202092946 ACCESSION NUMBER: 0001193125-06-017993 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060202 DATE AS OF CHANGE: 20060202 GROUP MEMBERS: CARDINAL INVESTMENT COMPANY, INC. PROFIT SHARING PLAN GROUP MEMBERS: CPMG, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENITOPE CORP CENTRAL INDEX KEY: 0001028358 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 770436313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79329 FILM NUMBER: 06571713 BUSINESS ADDRESS: STREET 1: 525 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6504822000 MAIL ADDRESS: STREET 1: 525 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rose Edward W. III CENTRAL INDEX KEY: 0001059270 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT SUITE 250 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-871-6809 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 250 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: ROSE EDWARD R III DATE OF NAME CHANGE: 19980407 SC 13G/A 1 dsc13ga.htm AMENDMENT NO.2 TO SCHEDULE 13G Amendment No.2 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

GENITOPE CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

37229P507

(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 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).


CUSIP NO. 37229P507		PAGE 2 OF 9 PAGES


1		NAME OF REPORTING PERSONS Edward W. Rose, III I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 328,630
		6 SHARED VOTING POWER 71,019
		7 SOLE DISPOSITIVE POWER 328,630
		8 SHARED DISPOSITIVE POWER 71,019


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 399,649
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4%
12		TYPE OF REPORTING PERSON IN


CUSIP NO. 37229P507		PAGE 3 OF 9 PAGES


1		NAME OF REPORTING PERSONS CPMG, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 77-0616887
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 387,390
		6 SHARED VOTING POWER -0-
		7 SOLE DISPOSITIVE POWER 1,609,546
		8 SHARED DISPOSITIVE POWER -0-


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,609,546
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7%
12		TYPE OF REPORTING PERSON CO; IA


CUSIP NO. 37229P507		PAGE 4 OF 9 PAGES


1		NAME OF REPORTING PERSONS Cardinal Investment Company, Inc. Profit Sharing Plan I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 75-2253447
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER -0-
		6 SHARED VOTING POWER 71,019
		7 SOLE DISPOSITIVE POWER -0-
		8 SHARED DISPOSITIVE POWER 71,019


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,019
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3%
12		TYPE OF REPORTING PERSON OO


CUSIP NO. 37229P507		PAGE 5 OF 9 PAGES

Item 1.

Item 1(a)

Name of Issuer:

Genitope Corporation (the “Company”)

Item 1(b)

Address of Issuer’s Principal Executive Offices:

525 Penobscot Drive, Redwood City, California 94063

Item 2.

Item 2(a)

Name of Person(s) Filing:

Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby file this Schedule 13G Statement (this “Schedule 13G”) on behalf of Edward W. Rose, III (“Rose”), CPMG, Inc. (“CPMG”) and Cardinal Investment Company, Inc. Profit Sharing Plan (the “Plan,” and together with Rose and CPMG, collectively, the “Reporting Persons”).

CPMG is a Reporting Person with respect to shares of Common Stock (as defined below) held for the accounts of the following clients to which CPMG acts as investment adviser with investment discretion over portfolio investments: CY Offshore Fund, Ltd., a Cayman Islands exempted company (“CY”), CS Offshore Fund, Ltd., a Cayman Islands exempted company (“CS”), Kaiser-Francis Oil Company, an Oklahoma corporation (“Kaiser”), George Kaiser Family Foundation, an Oklahoma not-for-profit foundation (“Foundation”), CD Fund, L.P., a Texas limited partnership (“CD”), Fintan Master Fund, Ltd., a Cayman Islands exempted company (“Fintan”), Cardinal Partners, L.P., a Texas limited partnership (“CP”), and Cardinal Partners 2000, L.P., a Texas limited partnership (“CP2000”).

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

Item 2(b)

Address or principal business office or, if none, residence:

The address of each of the Reporting Persons is 500 Crescent Court, Suite 250, Dallas, Texas 75201.

Item 2(c)

Citizenship:

Rose is a citizen of the United States. CPMG is a Texas corporation. The Plan is organized under the laws of the State of Texas.

Item 2(d)

Title of class of securities:

Common Stock of the Company (“Common Stock”)

Item 2(e)

CUSIP No.:

37229P507


CUSIP NO. 37229P507		PAGE 6 OF 9 PAGES

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



Item 4.	Ownership.

	Items 4(a) – 4(b):

	Rose:	The aggregate number of shares of Common Stock that Rose owns beneficially, pursuant to Rule 13d-3 of the Act, is 399,649, which constitutes approximately 1.4% of the outstanding shares of Common Stock.

	Plan:	The aggregate number of shares of Common Stock that the Plan owns beneficially, pursuant to Rule 13d-3 of the Act, is 71,019, which constitutes approximately 0.3% of the outstanding shares of Common Stock.

	CPMG:	As of the date hereof, CPMG may be deemed to be the beneficial owner of: (i) 476,500 shares of Common Stock held for the account of CY, (ii) 312,180 shares of Common Stock held for the account of CS, (iii) 162,610 shares of Common Stock held for the account of Kaiser, (iv) 166,020 shares of Common Stock held for the account of Foundation, (v) 87,710 shares of Common Stock held for the account of CD, (vi) 17,136 shares of Common Stock held for the account of Fintan, (vii) 167,270 shares of Common Stock held for the account of CP, and (viii) 220,120 shares of Common Stock held for the account of CP2000. The aggregate number of shares of Common Stock that CPMG may be deemed to beneficially own, pursuant to Rule 13d-3 of the Act, is 1,609,546, which constitutes approximately 5.7% of the outstanding shares of Common Stock.

The calculation of the percentages of beneficial ownership of Common Stock set forth above are based upon 28,395,399 shares of Common Stock outstanding, as reported in the Company’s most recent filing with the Securities and Exchange Commission.


CUSIP NO. 37229P507		PAGE 7 OF 9 PAGES

Item 4(c)

Number of shares as to which each Reporting Person has:

(i)

Sole power to vote or to direct the vote:

Rose:

Plan:

CPMG:

328,630

387,390

(ii)

Shared power to vote or to direct the vote:

Rose:

Plan:

CPMG:

71,019

(iii)

Sole power to dispose or to direct the disposition of:

Rose:

Plan:

CPMG:

328,630

1,609,546

(iv)

Shared power to dispose or to direct the disposition of:

Rose:

Plan:

CPMG:

71,019

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 beneficial owner of more than 5 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.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

This Schedule 13G is being filed on behalf of each of the Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1). The identity of each of the Reporting Persons is set forth in Item 2(a) hereof.

Item 9.

Notice of Dissolution of a Group.

Not Applicable.


CUSIP NO. 37229P507		PAGE 8 OF 9 PAGES


Item 10.	Certifications.
	Item 10(a)	Not Applicable.
	Item 10(b)	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.


CUSIP NO. 37229P507		PAGE 9 OF 9 PAGES

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


February 2, 2006	/s/ Edward W. Rose, III
	Edward W. Rose, III

February 2, 2006	CARDINAL INVESTMENT COMPANY, INC.
	PROFIT SHARING PLAN

	By:	/s/ Edward W. Rose, III
		Edward W. Rose, III
		Trustee

February 2, 2006	CPMG, INC.

	By:	/s/ Edward W. Rose, III
		Edward W. Rose, III
		President

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