-----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, TVPcWd16UVl3QhIYnR0QLLuZCamOjIoiEToEDi2C19GvTJuTFNWx52n2StYOj2bj XL+J6riLBNryai/294oK5Q== 0000945621-09-000018.txt : 20090217 0000945621-09-000018.hdr.sgml : 20090216 20090217165128 ACCESSION NUMBER: 0000945621-09-000018 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cardiome Pharma Corp CENTRAL INDEX KEY: 0001036141 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60635 FILM NUMBER: 09614915 BUSINESS ADDRESS: STREET 1: 6TH FLOOR STREET 2: 6190 AGRONOMY RD. CITY: VANCOUVER STATE: A1 ZIP: V6T 1Z3 BUSINESS PHONE: 1-604-677-6905 MAIL ADDRESS: STREET 1: 6TH FLOOR STREET 2: 6190 AGRONOMY RD. CITY: VANCOUVER STATE: A1 ZIP: V6T 1Z3 FORMER COMPANY: FORMER CONFORMED NAME: CARDIOME PHARMA CORP DATE OF NAME CHANGE: 20000407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vermillion Asset Management LLC CENTRAL INDEX KEY: 0001421758 IRS NUMBER: 202794416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 267 FIFTH AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-683-8816 MAIL ADDRESS: STREET 1: 267 FIFTH AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 SC 13G 1 cardiome13g123108.htm SCHEDULE 13G FOR THE PERIOD ENDED 12-31-2008

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

 

Cardiome Pharma Corp.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

14159U202

(CUSIP Number)

 

December 31, 2008

(Date of Event which Required Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

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).

 

 

 


 

 

 

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Vermillion Asset Management LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) o

(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

4,011,6001

 

6

SHARED VOTING POWER

0

 

 

7

SOLE DISPOSITIVE POWER

4,011,6001

 

8

SHARED DISPOSITIVE POWER

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,011,6001

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                 o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.3%

 

12

TYPE OF REPORTING PERSON

IA

 

 

 


 

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Cyan Opportunities Fund, Ltd.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) o

(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

3,161,279

 

6

SHARED VOTING POWER

0

 

 

7

SOLE DISPOSITIVE POWER

3,161,279

 

8

SHARED DISPOSITIVE POWER

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,161,279

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                 o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

 

12

TYPE OF REPORTING PERSON

IA

 

 


CUSIP No. 14159U202

SCHEDULE 13G

Page 3 of 8 Pages

                                                                                                                                                                                                               

 

 

Item 1.

(a).

Name of Issuer: Cardiome Pharma Corp.

 

 

(b).

Address of Issuer's Principal Executive Offices:

 

 

6th Floor, 6190 Agronomy Road

 

Vancouver, British Columbia, Canada V6T 1Z3

 

Item 2.

(a).

Name of Person Filing:

 

 

i)

Vermillion Asset Management, LLC

 

ii)

Cyan Opportunities Fund, Ltd.

 

 

(b).

Address of Principal Business Office or, if none, Residence:

 

 

i)

267 Fifth Avenue, 7th Floor

 

New York, New York 10016

 

ii)

c/o Vermillion Asset Management, LLC

 

267 Fifth Avenue, 7th Floor

 

New York, New York 10016

 

 

(c).

Citizenship or Place of Organization:

 

i)

Delaware

 

ii)

Cayman Islands company

 

 

(d).

Title of Class of Securities: Common Stock

 

 

(e).

CUSIP Number: 14159U202

 


CUSIP No. 14159U202

SCHEDULE 13G

Page 4 of 8 Pages

                                                                                                                                                                                                               

 

 

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:

 

(a)

o Broker or dealer registered under section 15 of

 

the Act (15 U.S.C. 78o);

 

(b)

o Bank as defined in section 3(a)(6) of the

 

Act (15 U.S.C. 78c);

 

(c)

o Insurance company as defined in section 3(a)(19)

 

of the Act (15 U.S.C. 78c.);

 

(d)

o Investment company registered under section 8 of

 

the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o An investment adviser in accordance with

 

section 240.13d-1(b)(1)(ii)(E);

 

(f)

o An employee benefit plan or endowment fund in

 

accordance with section 240.13d-1(b)(1)(ii)(F);

 

(g)

o A parent holding company or control person in

 

accordance with section 240.13d-1(b)(1)(ii)(G);

 

(h)

o A savings associations as defined in

 

section 3(b) of the Federal Deposit Insurance

 

Act (12 U.S.C. 1813);

 

(i)

o 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)

o Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

 

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

 

Item 4.

Ownership.

 

 

Provide the following information regarding the aggregate number and

 

percentage of the class of securities of the issuer identified in Item 1.

 

 

VERMILLION ASSET MANAGEMENT, LLC

 

 

(a).

Amount beneficially owned:

4,011,6602

 

 

(b).

Percent of class:

6.3%

 

 

(c).

Number of shares as to which the person has:

 

 

(1)

Sole power to vote or to direct the vote:

4,011,660

 

 

(2)

Shared power to vote or to direct the vote:

0

 


CUSIP No. 14159U202

SCHEDULE 13G

Page 5 of 8 Pages

                                                                                                                                                                                                               

 

 

 

(3)

Sole power to dispose or to direct the disposition of: 4,011,600

 

 

(4)

Shared power to dispose or to direct the disposition of:

0

 

 

CYAN OPPORTUNITIES FUND, LTD.

 

 

(a).

Amount beneficially owned:

3,161,279

 

 

(b).

Percent of class:

5.0%

 

 

(c).

Number of shares as to which the person has:

 

 

(1)

Sole power to vote or to direct the vote:

3,161,279

 

 

(2)

Shared power to vote or to direct the vote:

0

 

 

(3)

Sole power to dispose or to direct the disposition of: 3,161,279

 

 

 

 

(4)

Shared power to dispose or to direct the disposition of:

0

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not Applicable

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another

 

Person:

 

Not Applicable

 

Item 7.

Identification and Classification of Subsidiaries which Acquired

 

the Security Being Reported on by the Parent Holding Company:

 

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group:

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group:

 

Not Applicable

 

Item 10.

Certification:

 


CUSIP No. 14159U202

SCHEDULE 13G

Page 6 of 8 Pages

                                                                                                                                                                                                               

 

 

By signing below I certify that, to the best of my knowledge

and belief, the securities referred to above were acquired

and are held in the ordinary course of business and 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. 14159U202

SCHEDULE 13G

Page 7 of 8 Pages

                                                                                                                                                                                                               

 

 

SIGNATURES

 

 

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.

 

Date:

February 17, 2009

 

 

VERMILLION ASSET MANAGEMENT, LLC

 

By:

/s/ Christopher Zuech

 

Christopher Zuech, Chief Compliance Officer

 

CYAN OPPORTUNITIES FUND, LTD.

 

By:

/s/ Christopher Zuech

 

Christopher Zuech, Chief Compliance Officer

 

 

_______________________

(1)        Includes shares of Common Stock of the Issuer held by Cyan Opportunities Fund, Ltd., a Cayman Islands company (“Cyan”), as reported herein, and shares of Common Stock of the Issuer held by certain accounts managed by Vermillion Asset Management LLC, a Delaware limited liability company (“Vermillion”). Vermillion controls voting and disposition of such shares.

(2)

See footnote 1.

 

 


CUSIP No. 14159U202

SCHEDULE 13G

Page 8 of 8 Pages

                                                                                                                                                                                                               

 

 

Joint Filing Agreement

 

The undersigned hereby agree to the joint filing with each other of a Schedule 13G, and all amendments thereto, with respect to each holding as to which such a report must be made, and that each such Schedule and all amendments thereto are made on behalf of each of them.

 

IN WITNESS WHEREOF, the undersigned hereby execute this agreement this 17th day of February 2009.

 

VERMILLION ASSET MANAGEMENT, LLC

 

By:

/s/ Christopher Zuech

 

Name: Christopher Zuech

 

Title:

Chief Compliance Officer

 

CYAN OPPORTUNITIES FUND, LTD.

 

By:

/s/ Christopher Zuech

 

Name:

Christopher Zuech

 

Title:

Chief Compliance Officer

 

 

 

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