Amendment No. 1 to Schedule 13G

-----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, RNwUD44zfH01Bsankz4+GRWCEj9i6163as2dtV5DPGd6o2nsU85h1QBaaLN6tntW xMIQ967hUPQP7DvcmALJ/Q== 0001193125-06-025287.txt : 20060209 0001193125-06-025287.hdr.sgml : 20060209 20060209163044 ACCESSION NUMBER: 0001193125-06-025287 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 GROUP MEMBERS: KEVIN C. TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Monogram Biosciences, Inc. CENTRAL INDEX KEY: 0001094961 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 943234479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59123 FILM NUMBER: 06593439 BUSINESS ADDRESS: STREET 1: 345 OYSTER POINT BLVD. CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650.635.1100 MAIL ADDRESS: STREET 1: 345 OYSTER POINT BLVD. CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: VIROLOGIC INC DATE OF NAME CHANGE: 20000222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANG CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001191935 IRS NUMBER: 680517277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4401 EASTGATGE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582003830 MAIL ADDRESS: STREET 1: 4401 EASTGATE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO

RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

(Amendment No. 1)*

Monogram Biosciences, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

60975U108

(CUSIP Number)

December 31, 2005

(Date of Event which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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 later 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 will be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 60975U108


1.		NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Tang Capital Partners, LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
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

6. SHARED VOTING POWER

3,831,726

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER BY EACH REPORTING PERSON

3,831,726


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,831,726
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0%
12.	TYPE OF REPORTING PERSON PN

(Page 2)

CUSIP NO. 60975U108


1.		NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Tang Capital Management, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
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

6. SHARED VOTING POWER

3,831,726

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER BY EACH REPORTING PERSON

3,831,726


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,831,726
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0%
12.	TYPE OF REPORTING PERSON OO

(Page 3)

CUSIP NO. 60975U108


1.		NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Kevin C. Tang
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
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

6. SHARED VOTING POWER

3,913,836

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER BY EACH REPORTING PERSON

3,913,836


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,913,836
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1%
12.	TYPE OF REPORTING PERSON IN

(Page 4)

Item 1

(a).

Name of Issuer:

Monogram Biosciences, Inc.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

345 Oyster Point Blvd., South San Francisco, CA 94080.

Item 2

(a).

Name of Person Filing:

This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”), Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”), and Kevin C. Tang, the managing member of Tang Capital Management.

Item 2

(b).

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

4401 Eastgate Mall, San Diego, California 92121.

Item 2

(c).

Citizenship:

Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

Item 2

(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share.

Item 2

(e).

CUSIP Number:

60975U108.

(Page 5)



Item 4.	Ownership.

	(a)	Amount beneficially owned: Tang Capital Partners is the record and beneficial owner of 3,831,726 shares of common stock. Tang Capital Management, as the general partner of Tang Capital Partners, and Mr. Tang, as the managing member of Tang Capital Management, may also be deemed to beneficially own these shares. Mr. Tang may also be deemed to benefically own an additional 82,110 shares.

	(b)	Percent of class: See response to Item 11 on pages 2, 3 and 4.

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: See response to Item 5 on pages 2, 3 and 4.

		(ii)	Shared power to vote or to direct the vote: See response to Item 6 on pages 2, 3 and 4.

		(iii)	Sole power to dispose or to direct the disposition of: See response to Item 7 on pages 2, 3 and 4.

		(iv)	Shared power to dispose or to direct the disposition of: See response to Item 8 on pages 2, 3 and 4.

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 10.		Certifications.

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.

(Page 6)

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.


Date: February 8, 2006	TANG CAPITAL PARTNERS, LP,
	By: Tang Capital Management, LLC

	By:	/s/ Kevin C. Tang
	Name:	Kevin C. Tang
	Title:	Managing Member

	TANG CAPITAL MANAGEMENT, LLC

	By:	/s/ Kevin C. Tang
	Name:	Kevin C. Tang
	Title:	Managing Member

		/s/ Kevin C. Tang
	Name:	Kevin C. Tang

(Page 7)

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