-----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, RtRSD9WDsxjc0BbRXRcoitOCwl/2bROuBsPpzFgHgtTqdxzEvxVWrkZmUQcYphmY WUkdsFTmrSD2c4jScpitPA== 0001047469-03-019202.txt : 20030519 0001047469-03-019202.hdr.sgml : 20030519 20030519171647 ACCESSION NUMBER: 0001047469-03-019202 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030519 GROUP MEMBERS: BIOTECHNOLOGY VALUE FUND II, L.P. GROUP MEMBERS: BIOTECHNOLOGY VALUE FUND, L.P. GROUP MEMBERS: BVF INC. GROUP MEMBERS: INVESTMENT 10, L.L.C. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BVF PARTNERS L P/IL CENTRAL INDEX KEY: 0001055947 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 227 WEST MONROE ST STREET 2: SUITE 4800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3122637777 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOV PHARMACEUTICAL INC CENTRAL INDEX KEY: 0001066833 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223374365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78237 FILM NUMBER: 03711001 BUSINESS ADDRESS: STREET 1: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019680980 MAIL ADDRESS: STREET 1: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 SC 13G/A 1 a2111560zsc13ga.htm SC 13G/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2)

		DOV Pharmaceutical, Inc. (Name of Issuer)

		Common Stock (Title of Class of Securities)

		259858 10 8 (CUSIP Number)

		May 13, 2003 (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)
ý Rule 13d-1(c)
o Rule 13d-1(d)


CUSIP No. 259858 10 8		13G		Page 2 of 9 Pages


1		NAME OF REPORTING PERSON: Biotechnology Value Fund, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				423,038
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				423,038


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		423,038

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


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		2.82%

12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 259858 10 8		13G		Page 3 of 9 Pages


1		NAME OF REPORTING PERSON: Biotechnology Value Fund II, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		7		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				529,212
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				529,212


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		529,212

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


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		3.53%

12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 259858 10 8		13G		Page 4 of 9 Pages


1		NAME OF REPORTING PERSON: Investment 10, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Illinois

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				97,050
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				97,050


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		97,050

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


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		0.65%

12		TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 259858 10 8		13G		Page 5 of 9 Pages


1		NAME OF REPORTING PERSON: BVF Partners L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				1,049,300
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				1,049,300


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,049,300

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


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		7.00%

12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 259858 10 8		13G		Page 6 of 9 Pages


1		NAME OF REPORTING PERSON: BVF Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				1,049,300
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				1,049,300


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,049,300

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


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		7.00%

12		TYPE OF REPORTING PERSON*
		CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 259858 10 8		13G		Page 7 of 9 Pages

ITEM 1(a). NAME OF ISSUER:

DOV Pharmaceutical, Inc. ("DOV")

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

433 Hackensack Avenue
Hackensack, New Jersey 07601

ITEM 2(a). NAME OF PERSON FILING:

This Amendment to Schedule 13G is being filed on behalf of the following persons* (the "Reporting Persons"):

(i): Biotechnology Value Fund, L.P. ("BVF")
(ii): Biotechnology Value Fund II, L.P. ("BVF2")
(iii): Investment 10, L.L.C. ("Investment 10")
(iv): BVF Partners L.P. ("Partners")
(v): BVF Inc. ("BVF Inc.")

* Attached as Exhibit 1 is a copy of an agreement among the Reporting Persons that this Amendment to Schedule 13G is being filed on behalf of each of them.

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

The principal business office of the Reporting Persons comprising the group filing this Amendment to Schedule 13G is located at 227 West Monroe Street, Suite 4800, Chicago, Illinois, 60606.

ITEM 2(c). CITIZENSHIP:

		BVF:		a Delaware limited partnership
		BVF2:		a Delaware limited partnership
		Investment 10:		an Illinois limited liability company
		Partners:		a Delaware limited partnership
		BVF Inc.:		a Delaware corporation

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

This Amendment to Schedule 13G is being filed with respect to the common stock, par value .0001 per share (the "Common Stock") of DOV. The Reporting Persons' percentage ownership of Common Stock is based on 14,990,000 shares of Common Stock being outstanding.

ITEM 2(e). CUSIP Number:

259858 10 8


CUSIP No. 259858 10 8		13G		Page 8 of 9 Pages

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: One of the following

Not applicable as this Amendment to Schedule 13G is filed pursuant to Rule 13d-1(c).

ITEM 4. OWNERSHIP:

The information in items 1 and 5 through 11 on the cover pages (pp. 2 - 6) on this Amendment to Schedule 13G is hereby incorporated by reference. Mark N. Lampert, who is the President of BVF Inc., the general partner of BVF, BVF2 and Partners, owns 9,097 shares of Common Stock and, pursuant to an Incentive Stock Option Agreement under the DOV Pharmaceutical, Inc. 2000 Stock Option and Grant Plan, has options vested to acquire 13,669 shares, of which options to acquire 13,163 shares and 506 shares are exercisable as of May 14, 2003 and May 31, 2003, respectively.

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities check the following. o

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

BVF shares voting and dispositive power over the shares of the Common Stock it beneficially owns with Partners. BVF2 also shares voting and dispositive power over the shares of the Common Stock it beneficially owns with Partners. Partners and BVF Inc. share voting and dispositive power over the shares of Common Stock beneficially owned by BVF, BVF2 and those owned by Investment 10, on whose behalf Partners acts as investment manager and, accordingly, Partners and BVF Inc. have beneficial ownership of all of the shares of Common Stock owned by such parties. Mark N. Lampert does not individually own more than 5% of the Common Stock of DOV pursuant to the aforementioned stock options described in Item 4 above.

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 A GROUP:

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

Not applicable.


CUSIP No. 259858 10 8		13G		Page 9 of 9 Pages

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.

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.

Dated:		May 19, 2003
		BIOTECHNOLOGY VALUE FUND, L.P.
		By:		BVF Partners L.P., its general partner
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BIOTECHNOLOGY VALUE FUND II, L.P.
		By:		BVF Partners L.P., its general partner
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		INVESTMENT 10, L.L.C.
		By:		BVF Partners L.P., its attorney-in-fact
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BVF PARTNERS L.P.
		By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BVF INC.
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President

SCHEDULE 13D
EX-1 3 a2111560zex-1.htm EXHIBIT 1
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EXHIBIT 1

AGREEMENT REGARDING JOINT FILING

The undersigned, Biotechnology Value Fund, L.P., a Delaware limited partnership, Biotechnology Value Fund II, L.P., a Delaware limited partnership, BVF Investments, L.L.C., a Delaware limited liability company, Investment 10, L.L.C., an Illinois limited liability company, BVF Partners L.P., a Delaware limited partnership, and BVF Inc., a Delaware corporation, hereby agree and acknowledge that the information required by the Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.

Dated:		May 19, 2003
		BIOTECHNOLOGY VALUE FUND, L.P.
		By:		BVF Partners L.P., its general partner
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BIOTECHNOLOGY VALUE FUND II, L.P.
		By:		BVF Partners L.P., its general partner
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		INVESTMENT 10, L.L.C.
		By:		BVF Partners L.P., its manager
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BVF PARTNERS L.P.
		By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BVF INC.
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President

AGREEMENT REGARDING JOINT FILING
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