SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D (Amendment No. 4)*

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

 

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

 

* 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 disclosures provided in a prior cover page.

 

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.

 

 

 

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This Amendment No. 4 relates to the Schedule 13D filed with the Securities and Exchange Commission on December 16, 2008, by Paolo Cavazza, Claudio Cavazza, Sigma-Tau Finanziaria S.p.A., Defiante Farmaceutica S.A., Aptafin S.p.A. and Chaumiere-Consultadoria e Servicos, Sociedade Unipessoal, LdA relating to the Common Stock, $0.001 par value per share (the “Common Stock”), of SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 filed on January 2, 2009, Amendment No. 2 filed on March 31, 2009 and Amendment No. 3 filed on July 13, 2010 (collectively, the “Schedule 13D”).  In Amendment No. 3 to the Schedule 13D, the Reporting Persons changed as a result of the merger of Chaumiere-Consultadoria e Servicos, Sociedade Unipessoal, LdA with and into Sinaf S.A.  Since the filing of Amendment No. 3 to the Schedule 13D, Claudio Cavazza has ceased to be a beneficial owner of Common Stock as a result of his passing on June 6, 2011.  In addition, the Reporting Persons have ceased to act together as a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

 

Item 2.            Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended to delete Claudio Cavazza, Aptafin S.p.A. (“Aptafin”) and Sinaf S.A. (“Sinaf”) as Reporting Persons and to add thereto the following information:

 

(a)  This statement is filed by Paolo Cavazza, Sigma-Tau Finanziaria S.p.A. (“Sigma-Tau”) and Defiante Farmaceutica S.A. (“Defiante”) (Defiante, together with Sigma-Tau and Paolo Cavazza, are the “Reporting Persons”).  The Reporting Persons are filing jointly, and the amended agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 21 and incorporated herein by reference.

 

(c), (f)  The following information with respect to each executive officer and director of Sigma-Tau and Defiante is set forth in Schedule A hereto: (i) name; (ii) business address; (iii) present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted; and (iv) citizenship.

 

(d), (e)  During the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the individuals set forth in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

Item 5.            Interest in Securities of the Company.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

(a), (b) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, Paolo Cavazza may be deemed to be the beneficial owner of 9,458,646 shares of Common Stock of the Issuer, which constitutes approximately 16.4% of the Common Stock outstanding. The number of shares of Common Stock as to which Paolo Cavazza has the sole power to vote or to direct the vote is 822,815.  The number of shares of Common Stock as to which Paolo Cavazza shares the power to vote or to direct the vote is 8,635,831.  The number of shares of Common

 

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Stock as to which Paolo Cavazza has the sole power to dispose or to direct the disposition is 822,815.  The number of shares of Common Stock as to which Paolo Cavazza shares the power to dispose or to direct the disposition is 8,635,831.

 

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, Sigma-Tau may be deemed to be the beneficial owner of 6,580,938 shares of Common Stock of the Issuer, which constitutes approximately 11.4% of the Common Stock outstanding.  The number of shares of Common Stock as to which Sigma-Tau has the sole power to vote or to direct the vote is zero.  The number of shares of Common Stock as to which Sigma-Tau shares the power to vote or to direct the vote is 6,580,938.  The number of shares of Common Stock as to which Sigma-Tau has the sole power to dispose or to direct the disposition is zero.  The number of shares of Common Stock as to which Sigma-Tau shares the power to dispose or to direct the disposition is 6,580,938.

 

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, Defiante may be deemed to be the beneficial owner of 6,580,938 shares of Common Stock of the Issuer, which constitutes approximately 11.4% of the Common Stock outstanding.  The number of shares of Common Stock as to which Defiante has the sole power to vote or to direct the vote is zero.  The number of shares of Common Stock as to which Defiante shares the power to vote or to direct the vote is 6,580,938.  The number of shares of Common Stock as to which Defiante has the sole power to dispose or to direct the disposition is zero.  The number of shares of Common Stock as to which Defiante shares the power to dispose or to direct the disposition is 6,580,938.

 

Percentage interest calculations for the Reporting Persons are based upon the Issuer having 57,762,405 shares of Common Stock outstanding as of May 26, 2011, as reported in the Issuer’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on June 1, 2011.

 

(c)  An aggregate of 394,615 shares of Common Stock were transferred to the heirs of Claudio Cavazza pursuant to certain testamentary bequests of Claudio Cavazza following his passing.

 

(d)  Not applicable.

 

(e)  Paolo Cavazza, Sigma-Tau, Defiante, Aptafin and Sinaf have ceased to act together as a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.  Consequently, Aptafin and Sinaf have ceased to be beneficial owners of more than five percent of the Common Stock of the Issuer and are no longer Reporting Persons.

 

Item 7.            Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended to add the following exhibit:

 

Exhibit 21       Amended Joint Filing Agreement, dated July 18, 2011, by and among the Reporting Persons

 

[Signature pages to follow]

 

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SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

July 18, 2011
	PAOLO CAVAZZA
	By:	/s/ Fabio Poma
		Name: Fabio Poma
		Title: Attorney-in-fact
	SIGMA-TAU FINANZIARIA S.P.A.
	By:	/s/ Fabio Amabile
		Name: Fabio Amabile
		Title: Attorney-in-fact
	DEFIANTE FARMACEUTICA S.A.
	By:	/s/ Fabio Amabile
		Name: Fabio Amabile
		Title: Attorney-in-fact

 

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Schedule A

 

EXECUTIVE OFFICERS AND DIRECTORS

 

Sigma-Tau Finanziaria S.p.A*

 

NAME		POSITION		TITLE and BUSINESS ADDRESS		CITIZENSHIP
Ugo Di Francesco		Vice President and Chief Executive Officer		Executive Sigma-Tau Finanziaria SpA via Sudafrica, 20, 00144 Rome, Italy		Italian
Marco Codella		Managing Director		Executive Sigma-Tau Industrie Farmaceutiche Riunite SpA via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy		Italian
Mauro Bove		Managing Director		Executive Sigma-Tau Finanziaria SpA via Sudafrica, 20, 00144 Rome, Italy		Italian
Stefano Marino		Managing Director		Executive Sigma-Tau Industrie Farmaceutiche Riunite SpA via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy		Italian
Trevor M. Jones CBA		Director		Professor Woodhyrst House 18 Friths Drive REIGATE Surrey Great Britain		British
Emilio Platè		Director		Business Consultant Sigma-Tau Finanziaria SpA Via Finocchiaro Aprile n.5, Varese (Italy)		Italian
Mario Artali		Director		Deputy Chairman Banca Popolare di Milano Piazza F. Meda 4, 20121 Milano , Italy		Italian
Enrico Cavazza		Director		Executive Sigma-Tau Industrie Farmaceutiche Riunite SpA via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy		Italian
Marco Cerrina Feroni		Director		Executive Intesa Sanpaolo SpA Piazza Paolo Ferrari 10 20121 Milano, Italy		Italian

 

*  The office of President previously held by Claudio Cavazza is currently vacant.

 

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Schedule A

 

EXECUTIVE OFFICERS AND DIRECTORS

 

Defiante Farmaceutica S.A.

 

NAME		POSITION		TITLE and BUSINESS ADDRESS		CITIZENSHIP
Massimo Mineo		Director		Executive Sigma-Tau Industrie Farmaceutiche Riunite SpA via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy		Italian
Emilio Martinenghi		Director - President		Business Consultant Wullschleger Martinenghi Manzini Servizi Fiduciari SA Via alla Campagna 2a, CH-6904 Lugano, Switzerland		Swiss
Paulo Alexandre da Mota Viegas		Director		General Manager Defiante Farmaceutica SA Rua da Alfândega, n. 78 Funchal – Madeira (Portugal) 9000-059		Portuguese
Pedro Moreira da Cruz Quintas		Director		Attorney QJF Sociedade de Advogados Rua dos Ferreiros, 260 Funchal – Madeira (Portugal) 9000-082		Portuguese
Carla Emanuel Arruda Jardim Fernandes		Director		Attorney QJF Sociedade de Advogados Rua dos Ferreiros, 260 Funchal – Madeira (Portugal) 9000-082		Portuguese
Kelly Nunes		Director		Attorney QJF Sociedade de Advogados Rua dos Ferreiros, 260 Funchal – Madeira (Portugal) 9000-082		Portuguese
Marco Codella		Director		Executive Sigma-Tau Industrie Farmaceutiche Riunite SpA via Pontina Km. 30,400 – 00040, Pomezia (Rome) Italy		Italian

 

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EXHIBIT 21

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, $0.001 par value per share, of SciClone Pharmaceuticals, Inc., and that this Agreement be included as an Exhibit to such joint filing.  The undersigned acknowledge and agree that all subsequent amendments to Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained in Schedule 13D and any amendments thereto, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.  This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature pages to follow]

 

 

SIGNATURES

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 18th day of July, 2011.

 

 

	PAOLO CAVAZZA
	By:	/s/ Fabio Poma
		Name: Fabio Poma
		Title: Attorney-in-fact
	SIGMA-TAU FINANZIARIA S.P.A.
	By:	/s/ Fabio Amabile
		Name: Fabio Amabile
		Title: Attorney-in-fact
	DEFIANTE FARMACEUTICA S.A.
	By:	/s/ Fabio Amabile
		Name: Fabio Amabile
		Title: Attorney-in-fact