-----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, Ne9gvljh57s2Xd20tKSPh7O7Teoid7UDVCwBBGMuraq+qVbyo8otNgBZ9Cm/UsB4 BWSmyAghWnmQNk1nvBnRQg== 0001104659-09-013050.txt : 20090227 0001104659-09-013050.hdr.sgml : 20090227 20090227152128 ACCESSION NUMBER: 0001104659-09-013050 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090227 DATE AS OF CHANGE: 20090227 GROUP MEMBERS: WAYNE P. ROTHBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENWEST PHARMACEUTICALS CO CENTRAL INDEX KEY: 0001047188 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911513032 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55303 FILM NUMBER: 09642435 BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY ROAD STREET 2: SUITE 11 CITY: DANBURY STATE: CT ZIP: 06810-5120 BUSINESS PHONE: 877-736-9378 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY ROAD STREET 2: SUITE 11 CITY: DANBURY STATE: CT ZIP: 06810-5120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Quogue Capital LLC CENTRAL INDEX KEY: 0001361475 IRS NUMBER: 134197137 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.554.4475 MAIL ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 a09-6543_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Penwest Pharmaceuticals Co.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

709754105

(CUSIP Number)

January 9, 2009

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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. 709754105

 

 

1

Names of Reporting Persons
QUOGUE CAPITAL LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 (See Item 4)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0 (See Item 4)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 4)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

2


 

CUSIP No. 709754105

 

 

1

Names of Reporting Persons
WAYNE P. ROTHBAUM

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0 (See Item 4)

 

6

Shared Voting Power
0 (See Item 4)

 

7

Sole Dispositive Power
0 (See Item 4)

 

8

Shared Dispositive Power
0 (See Item 4)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 4)

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11

Percent of Class Represented by Amount in Row (9)
0%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

3


 

Item 1(a).

 

Name of Issuer:
The issuer of the securities to which this statement relates is PENWEST PHARMACEUTICALS CO.

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:
The issuer’s principal executive offices are located at 33 Hayden Avenue, Lexington, Massachusetts 02421-7966.

Item 2(a).

 

Name of Person Filing:
The filing persons are Quogue Capital LLC and Wayne P. Rothbaum.

Item 2(b).

 

Address of Principal Business Office:
The principal business office for Quogue Capital LLC is 1285 Avenue of the Americas, 35th Floor, New York, New York 10019.

 

The principal business office of Wayne P. Rothbaum is c/o Quogue Capital LLC, 1285 Avenue of the Americas, 35th Floor, New York, New York 10019.

Item 2(c).

 

Citizenship:
See Item 4 of cover pages.

Item 2(d).

 

Title of Class of Securities:
The title of the class of securities is Common Stock, $0.001 par value per share (“Common Stock”).

Item 2(e).

 

CUSIP Number:
The CUSIP number is 709754105.

 

Item 3.

If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

The filing categories pursuant to Rule 13d-1(b), 13d-2(b) and (c) are not applicable to each of the filing persons.

 

 

Item 4.

Ownership.

 

For Quogue Capital LLC and Mr. Rothbaum:

 

(a)

Amount beneficially owned:   

As of December 31, 2008, Quogue Capital LLC owned an aggregate of 100,000 shares of Common Stock.  The total amount of shares also includes 100,000 shares of Common Stock owned by M.D.K. Foundation Inc.  Mr. Rothbaum is the president of M.D.K. Foundation Inc. and is the individual with sole voting and dispositive power over such shares.  Thus, Mr. Rothbaum may be deemed to beneficially own such shares.  Mr. Rothbaum disclaims such beneficial ownership.

 

On January 9, 2009, M.D.K. Foundation Inc. sold the 100,000 shares of Common Stock held by M.D.K. Foundation Inc.   Therefore, as of January 9, 2009, each of Quogue Capital LLC and Mr. Rothbaum do not beneficially own any shares of Common Stock.

 

(b)

Percent of class as of January 9, 2009:   

0%

 

4


 

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

See Item 5 of cover pages.

 

 

(ii)

Shared power to vote or to direct the vote:    

See Item 6 of cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

See Item 7 of cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

See Item 8 of cover pages.

 

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 five percent of the class of securities, check the following x

 

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.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.

 

5


 

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.

 

 

QUOGUE CAPITAL LLC

 

 

 

 

 

 

By:

/s/ Wayne P. Rothbaum

 

Dated: February 27, 2009

Name:

Wayne P. Rothbaum

 

 

Title:

President

 

 

 

 

 

 

 

/s/ Wayne P. Rothbaum

 

Dated: February 27, 2009

 

Wayne P. Rothbaum

 

 

 

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties for whom copies are to be sent.

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001.).

 

6


 

JOINT FILING AGREEMENT

 

                In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Penwest Pharmaceuticals Co. and that this Joint Filing Agreement be included as an exhibit to such statement.  This Joint Filing Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument.

 

                IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 27, 2009.

 

 

 

QUOGUE CAPITAL LLC

 

 

 

 

By:

/s/ Wayne P. Rothbaum

 

Name:

Wayne P. Rothbaum

 

Title:

President

 

 

 

 

 

/s/ Wayne P. Rothbaum

 

 

Wayne P. Rothbaum

 

7

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