0000894579-13-000229.txt : 20131125 0000894579-13-000229.hdr.sgml : 20131125 20131125171407 ACCESSION NUMBER: 0000894579-13-000229 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131125 DATE AS OF CHANGE: 20131125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVOGEN LTD CENTRAL INDEX KEY: 0001075880 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50612 FILM NUMBER: 131241758 BUSINESS ADDRESS: STREET 1: LEVEL 1 STREET 2: 16 - 20 EDGEWORTH DAVID AVE CITY: HORNSBY NSW STATE: C3 ZIP: 2077 BUSINESS PHONE: 01161298780088 MAIL ADDRESS: STREET 1: LEVEL 1 STREET 2: 16 - 20 EDGEWORTH DAVID AVE CITY: HORNSBY NSW STATE: C3 ZIP: 2077 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AUSTIN JOSIAH T CENTRAL INDEX KEY: 0000932267 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 4673 CHRISTOPHER PLACE CITY: DALLAS STATE: TX ZIP: 75204 SC 13D/A 1 cti13da112513.htm SCHEDULE 13D/A cti13da112513.htm
SCHEDULE 13D

CUSIP No. 67010F202
  
Page 1 of 5 Pages


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 13)

NOVOGEN LIMITED
____________________________________________________________________________________
(Name of Issuer)

Common Stock
____________________________________________________________________________________
(Title of Class of Securities)

67010F202
_______________________________________________________

(CUSIP Number)

David J. Harris, Esq., 1775 Eye Street, N.W. Washington, D.C.  20006 (202) 261-3385
____________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 14, 2013
______________________________________________________

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [   ].

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).


 
 
 

SCHEDULE 13D

CUSIP No. 67010F202
  
Page 2 of 5 Pages

1
 
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Josiah T. Austin
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [   ]  (b) x
3  
SEC USE ONLY
  
4
 
SOURCE OF FUNDS
OO
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
0
 
8
 
SHARED VOTING POWER

12,269,033 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 8,257,525 represented by 309,496 Sponsored ADRs)
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
10
 
SHARED DISPOSITIVE POWER
12,269,033 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 8,257,525 represented by 309,496 Sponsored ADRs)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,269,033 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 8,257,525 represented by 309,496 Sponsored ADRs)
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES)  [   ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.73%
14
TYPE OF REPORTING PERSON
 
IN
 

 

 
 
 

SCHEDULE 13D

CUSIP No. 67010F202
  
Page 3 of 5 Pages
 
1
 
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
El Coronado Holdings, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [   ]  (b) x
3
     SEC USE ONLY  
4
 
SOURCE OF FUNDS
WC
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
 
0
 
8
 
SHARED VOTING POWER
12,269,033 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 7,737,400 represented by 309,496 Sponsored ADRs)
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
10
 
SHARED DISPOSITIVE POWER
12,269,033 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 7,737,400 represented by 309,496 Sponsored ADRs)
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,269,033 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 7,737,400 represented by 309,496 Sponsored ADRs)
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES)  [   ]
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.73%
14
TYPE OF REPORTING PERSON
 
HC
 
 
 

 
 
 

SCHEDULE 13D

CUSIP No. 67010F202
  
Page 4 of 5 Pages


 
ITEM 1.               Security and Issuer
 
This Amendment No. 13 to the Statement on Schedule 13D heretofore filed on November 18, 2004 is filed with respect to the ordinary shares of common stock (“Ordinary Shares”) of Novogen Limited (the “Company”).  The address of the Company is 16-20 Edgeworth David Ave, Hornsby, NSW 2077, Australia.  The Statement is being filed on behalf of Josiah T. Austin, a United States Citizen, and El Coronado Holdings, L.L.C. (“ECH”), an Arizona limited liability company whose principal place of business is 4673 Christopher Place, Dallas, Texas 75204 (collectively, the “Reporting Persons”) to reflect the following amendments to Item 3, Item 4 and Item 5.

ITEM 3.               Source and Amount of Funds or Other Consideration
 
Since November 4, 2013, the Reporting Persons have sold 100,175 Sponsored ADRs (representing 2,504,375 Ordinary Shares) for an aggregate consideration (exclusive of brokers’ commissions) of $602,831.02.
 
All dollar amounts are in U.S. dollars.
  
ITEM 4.               Purpose of Transaction
 
Austin, as sole Managing Member of ECH is filing this Amendment No. 13 to the Statement on Schedule 13D because he is deemed beneficial owner of more than 5% of the Company’s Ordinary Shares.  Austin, as sole Managing Member of ECH, will continually evaluate the business, financial conditions, and prospects of the Company, as well as conditions in the economy and the pharmaceutical industry in general, with a view toward determining whether to hold, decrease, or from time to time add to these investments in Ordinary Shares and Sponsored ADRs.  The sales to which this Amendment No. 13 relate were made by Austin solely for estate planning purposes.  Austin, as sole Managing Member of ECH, has no present plans or intent to make proposals which relate to or would result in any action enumerated from subparagraph (b) through subparagraph (j) of Item 4 of Schedule 13D.
 
 
 

SCHEDULE 13D

 
CUSIP No. 67010F202
  
Page 5 of 5 Pages

 
ITEM 5.               Interest in Securities of the Issuer
 
(a)           Austin is deemed beneficial owner of 12,269,033 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 7,737,400 Ordinary Shares represented by 309,496 Sponsored ADRs) as sole Managing Member of ECH.  ECH is deemed beneficial owner of 12,269,033 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 7,737,400 represented by 309,496 Sponsored ADRs).  Based on the 158,625,294 Ordinary Shares outstanding as of November 20, 2013, which is based on the Company’s 6-K filings on November 12, 2013 and November 21, 2013, Austin and ECH’s deemed beneficial holdings each represent 7.73% of the Company’s Ordinary Shares.

(b)           As the sole Managing Member of ECH, Austin shares with ECH the power to vote or to direct the vote or to dispose or to direct the disposition of the 12,269,033 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 7,737,400 represented by 309,496 Sponsored ADRs) held by ECH.
 
(c)           No transactions in the Company’s Sponsored ADRs or Ordinary Shares have been effected by the Reporting Persons during the last 60 days except the following transactions, which were open market transactions.  Where applicable, prices do not include brokerage fees.
 
Reporting Person
Transaction
Date
Quantity
Price Per Unit
Austin, on behalf of ECH
Sale of Sponsored ADRs
11/05/13
23,922
$6.0066
Austin, on behalf of ECH
Sale of Sponsored ADRs
11/06/13
18,551
$6.0358
Austin, on behalf of ECH
Sale of Sponsored ADRs
11/14/13
36,897
$6.0243
Austin, on behalf of ECH Sale of Sponsored ADRs 11/25/2013 20,805 $6.0030


(d)           No person other than the Reporting Persons has any right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.
 
(e)           Not Applicable.
 
 

SIGNATURE

After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
 
Date: November 25, 2013
 /s/ Josiah T. Austin 
 
 
Josiah T. Austin,
 
Individually and as Sole Managing Member of ECH