Schedule 13G Amendment No.5

-----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, E+ekjWdWNYG0zWl+J60hsJsMLn1/Qd9gZms8YLovSucSzKUfdCxRtqj42Pmgvd/h FLHWi/VRMx4LP47vACFVFQ== 0001193125-06-031603.txt : 20060214 0001193125-06-031603.hdr.sgml : 20060214 20060214165335 ACCESSION NUMBER: 0001193125-06-031603 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHANG TSE WEN CENTRAL INDEX KEY: 0001111265 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: NATIONAL TSING HUA UNIVERSITY STREET 2: 81 CHENG HSING ST CITY: TAIPEI TAIWAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TANOX INC CENTRAL INDEX KEY: 0001099414 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 760196733 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58871 FILM NUMBER: 06616519 BUSINESS ADDRESS: STREET 1: 10301 STELLA LINK CITY: HOUSTON STATE: TX ZIP: 77025 BUSINESS PHONE: 7136642288 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO.5 Schedule 13G Amendment No.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Tanox, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

87588Q 10 9

(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)

¨ Rule 13d-1(c)

x 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 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 (“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).


CUSIP NO. 87588Q 10 9		Page 2 of 5 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Tse Wen Chang
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

6,319,984 (1)

6 SHARED VOTING POWER

___

7 SOLE DISPOSITIVE POWER

6,319,984 (1)

8 SHARED DISPOSITIVE POWER

___


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,319,984 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.06%
12	TYPE OF REPORTING PERSON* IN

(1)	Includes 25,077 shares that can be acquired within 60 days upon exercise of stock options and 241,904 shares held the Tse Wen Chang GRAT for the benefit of his children.


CUSIP NO. 87588Q 10 9		Page 3 of 5 Pages

ITEM 1.

Item 1

(a)

Name of Issuer:

Tanox, Inc.

Item 1

(b)

Address of Issuer’s Principal Executive Office:

10301 Stella Link

Houston, Texas 77025

ITEM 2.

Item 2

(a)

Name of Person Filing:

Tse Wen Chang

Item 2

(b)

Address of Principal Business Office:

Genomic Research Center

Academia Sinica

Nankang, Taipei 115

Taiwan

Item 2

(c)

Citizenship:

U.S.A.

Item 2

(d)

Title of Class of Securities:

Common Stock

Item 2

(e)

CUSIP Number:

87588Q 10 9

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(b) OR (c), CHECK WHETHER THE PERSON

FILING IS A:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment Company registered under section 8 of the Investment Company Act of 1940 (15 (U.S.C. 80a-8).

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under

Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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


CUSIP NO. 87588Q 10 9		Page 4 of 5 Pages



ITEM 4.	OWNERSHIP

	(a)	Amount Beneficially Owned:

		6,319,984

	(b)	Percent of Class:

		14.06

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

		(i)	Sole power to vote or to direct the vote:

			6,319,984

		(ii)	Shared power to vote or direct the vote:

			___

		(iii)	Sole power to dispose or to direct the disposition of:

			6,319,984

		(iv)	Shared power to dispose or to direct the disposition of:

			___

ITEM 5.	Ownership of Five Percent or Less of a Class

	Not Applicable

ITEM 6.	Ownership of More Than Five Percent on Behalf of Another Person

	Not Applicable

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.	Certification

	Not Applicable


CUSIP NO. 87588Q 10 9		Page 5 of 5 Pages

SIGNATURE

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

Dated: February 10, 2006

/s/ Tse Wen Chang

Tse Wen Chang

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