-----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, Ukb4/IhOaJIeYKsIokNWj2wIZbaT7J8/di6+34z6xSoRMSf/Q1eXzCOOIjpM4hp3 8DbToaadGKse+0MunfSYeg== 0000932440-08-000440.txt : 20080718 0000932440-08-000440.hdr.sgml : 20080718 20080718140023 ACCESSION NUMBER: 0000932440-08-000440 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080718 DATE AS OF CHANGE: 20080718 GROUP MEMBERS: RIDGEBACK CAPITAL INVESTMENTS LTD. GROUP MEMBERS: RIDGEBACK CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUENOM INC CENTRAL INDEX KEY: 0001076481 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 770365889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60383 FILM NUMBER: 08959109 BUSINESS ADDRESS: STREET 1: 3595 JOHN HOPKINS CT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582029000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ridgeback Capital Investments L.P. CENTRAL INDEX KEY: 0001423994 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-624-2567 MAIL ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 formsch13g-a_1297024.htm SCHEDULE 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G/A

(Amendment No. 1)

 

UNDER THE SECURITIES EXCHANGE ACT OF 19341

 

SEQUENOM, INC.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

817337405

(CUSIP Number)

 

July 17, 2008

(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)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

__________________

 

1 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 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. 817337405

13G

Page 2 of 10

 

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Ridgeback Capital Investments L.P.                00-0000000

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a)

o

(b)

o

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

-0-

6.

SHARED VOTING POWER

8,900,000

7.

SOLE DISPOSITIVE POWER

-0-

8.

SHARED DISPOSITIVE POWER

8,900,000

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,900,000

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES

CERTAIN SHARES**

o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

17.7%

12.

TYPE OF REPORTING PERSON**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

CUSIP NO. 817337405

13G

Page 3 of 10

 

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Ridgeback Capital Investments Ltd.                00-0000000

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a)

o

(b)

o

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

-0-

6.

SHARED VOTING POWER

8,900,000

7.

SOLE DISPOSITIVE POWER

-0-

8.

SHARED DISPOSITIVE POWER

8,900,000

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,900,000

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES

CERTAIN SHARES**

o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

17.7%

12.

TYPE OF REPORTING PERSON**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

CUSIP NO. 817337405

13G

Page 4 of 10

 

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Ridgeback Capital Management LLC                      42-1684320

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a)

o

(b)

o

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

-0-

6.

SHARED VOTING POWER

8,900,000

7.

SOLE DISPOSITIVE POWER

-0-

8.

SHARED DISPOSITIVE POWER

8,900,000

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,900,000

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES

CERTAIN SHARES**

o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

17.7%

12.

TYPE OF REPORTING PERSON**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

 

 

 

CUSIP NO. 817337405

13G

Page 5 of 10

 

 

Item 1(a).

Name of Issuer.

 

Sequenom, Inc. (the “Company”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices.

 

The Company’s principal executive offices are located at 3595 John Hopkins Court, San Diego, CA 92121.

 

Items 2(a).

Name of Person Filing.

 

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired on the open market (the “Shares”):

(i)        Ridgeback Capital Investments L.P., Cayman exempted limited partnership (“RCILP”), with respect to shares beneficially owned by it;

(ii)       Ridgeback Capital Investments Ltd., a Cayman limited company (“RCI”), with respect to Shares beneficially owned by it; and

(iii)      Ridgeback Capital Management LLC, a Delaware limited liability company (“RCM”), with respect to Shares beneficially owned by it.

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).

Address of Principal Business Office or, if None, Residence.

 

The address of the principal business office of each of the Reporting Persons is 430 Park Avenue, 12th Floor, New York, New York 10022.

 

Item 2(c).

Citizenship.

 

RCILP is a Cayman Island exempted limited partnership. RCI is a Cayman Island limited company. RCM is a Delaware limited liability company.

 

Item 2(d).

Title of Class of Securities.

 

Common stock, $0.001 par value per share.

 

Item 2(e).

CUSIP Number.

 

817337405

 

 

 

CUSIP NO. 817337405

13G

Page 6 of 10

 

 

Item 3.

 

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

 

(a)

o

Broker or dealer registered under Section 15 of the Act,

(b)

o

Bank as defined in Section 3(a)(6) of the Act,

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

o

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

o

Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

(g)

o

Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

(h)

o

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

o

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

o

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

 

Item 4.

Ownership.

 

The percentages used herein are calculated based upon 50,259,957 shares issued and outstanding as of June 19, 2008 as reported by the Company in its Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the SEC on June 23, 2008. As of the close of business on July 17, 2008, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:

 

A.

Ridgeback Capital Investments L.P.

(a)

Amount beneficially owned: 8,900,000

(b)

Percent of class: 17.7%

(c)

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 8,900,000

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

(iv)

Shared power to dispose or direct the disposition: 8,900,000

 

 

 

 

CUSIP NO. 817337405

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Page 7 of 10

 

 

 

B.

Ridgeback Capital Investments Ltd.

(a)

Amount beneficially owned: 8,900,000

(b)

Percent of class: 17.7%

(c)

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 8,900,000

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

(iv)

Shared power to dispose or direct the disposition: 8,900,000

C.

Ridgeback Capital Management LLC

(a)

Amount beneficially owned: 8,900,000

(b)

Percent of class: 17.7%

(c)

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 8,900,000

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

(iv)

Shared power to dispose or direct the disposition: 8,900,000

 

RCM and RCI do not own any Shares directly. RCI is the general partner of RCILP. Pursuant to an investment management agreement, RCM maintains investment and voting power with respect to the securities held or controlled by RCI. Wayne Holman, an individual, controls RCM. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, RCM and RCI may be deemed to own beneficially all of the Shares (constituting approximately 17.7% of the shares outstanding). Each of RCM and RCI disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.

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.   o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

 

 

 

CUSIP NO. 817337405

13G

Page 8 of 10

 

 

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.

Certifications.

 

Each of the Reporting Persons hereby makes the following 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.

 

 

 

CUSIP NO. 817337405

13G

Page 9 of 10

 

 

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.

DATED: July 18, 2008

 

 

 

 

 

Ridgeback Capital Investments L.P.

 

 

 

By:

 

Ridgeback Capital Investments Ltd.,

 

 

 

Its General Partner

 

By: 

 

/s/ Bud Holman

 

 

 

Name: Bud Holman

 

 

 

Title: Director

 

 

 

 

Ridgeback Capital Investments Ltd.

 

By:

 

/s/ Bud Holman

 

 

 

Name: Bud Holman

 

 

 

Title: Director

 

 

 

 

Ridgeback Capital Management LLC

 

By:

 

*

 

 

 

Name: Wayne Holman

 

 

 

Title: Managing Member

 

 

 

 

 

 

 

*

By: 

 

/s/ Bud Holman

 

 

 

 

 

Bud Holman, Attorney-in-Fact

 

 

 

 

 

Power of attorney previously filed

 

 

 

 

 

 

 

CUSIP NO. 817337405

13G

Page 10 of 10

 

 

Exhibit Index

 

Exhibit Number

Exhibit Description

24.1

Power of Attorney (previously filed)

99.1

Joint Filing Agreement (previously filed)

 

 

 

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