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, C3vwRIwjgyQOMZr+R0aDV/OQiwU7p5Z1WjS0e/rA+mOUZcEELaRS6gGZlq/zEhzm BJy/x1MQuEfNEwHkRnuebg== 0001193125-07-054677.txt : 20070314 0001193125-07-054677.hdr.sgml : 20070314 20070314172532 ACCESSION NUMBER: 0001193125-07-054677 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070314 DATE AS OF CHANGE: 20070314 GROUP MEMBERS: CHEYNE GENERAL PARTNER INC. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-58871 FILM NUMBER: 07694467 BUSINESS ADDRESS: STREET 1: 10301 STELLA LINK CITY: HOUSTON STATE: TX ZIP: 77025 BUSINESS PHONE: 7136642288 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cheyne Capital Management (UK) LLP CENTRAL INDEX KEY: 0001390457 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: STORNAWAY HOUSE STREET 2: 13 CLEVELAND ROW CITY: LONDON STATE: X0 ZIP: SW1A 3DH BUSINESS PHONE: 011-44(0)2070317450 MAIL ADDRESS: STREET 1: STORNAWAY HOUSE STREET 2: 13 CLEVELAND ROW CITY: LONDON STATE: X0 ZIP: SW1A 3DH SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

TANOX, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

87588Q 10 9

(CUSIP Number)

March 9, 2007

(Date of Event which Requires Filing of this Statement)

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

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)


CUSIP No. 87588Q 10 9				PAGE 2 of 8 PAGES


1.		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Cheyne Capital Management (UK) LLP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		England & Wales


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		2,470,000
		6. SHARED VOTING POWER

		0
		7. SOLE DISPOSITIVE POWER

		2,470,000
		8. SHARED DISPOSITIVE POWER

		0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.5%
12.	TYPE OF REPORTING PERSON

	IA


CUSIP No. 87588Q 10 9				PAGE 3 of 8 PAGES


1.		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Cheyne General Partner Inc.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		England & Wales


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		0
		6. SHARED VOTING POWER

		2,470,000
		7. SOLE DISPOSITIVE POWER

		0
		8. SHARED DISPOSITIVE POWER

		2,470,000


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.5%
12.	TYPE OF REPORTING PERSON

	CO

Page 4 of 8 Pages

Item 1.

(a)

Name of Issuer:

Tanox, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

10301 Stella Link

Houston, Texas 77025

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is being filed jointly by Cheyne Capital Management (UK) LLP and Cheyne General Partner Inc.

(b)

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

The address of Cheyne Capital Management (UK) LLP is Stornoway House, 13 Cleveland Row, London, SW1A 3DH, England.

The address of Cheyne General Partner Inc. is Walker House, Mary Street, PO Box 908GT, Grand Cayman, Cayman Islands.

(c)

Citizenship:

Cheyne Capital Management (UK) LLP is a limited liability partnership incorporated under the laws of England and Wales.

Cheyne General Partner Inc. is a Cayman Islands corporation.

(d)

Title of Class of Securities:

Common Stock, $0.01 par value per share

(e)

CUSIP Number:

87588Q 10 9

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Act.

(b)

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

(c)

Insurance company as defined in Section 3(a)(19) of the Act.

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).*

* Cheyne Capital Management (UK) LLP only.

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(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.

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Page 5 of 8 Pages


Item 4.	Ownership.

	(a)	Amount Beneficially Owned: **

	(b)	Percent of Class: **

	(c)	Number of Shares as to which the person has:

		(i)	sole power to vote or direct the vote **

		(ii)	shared power to vote or direct the vote **

		(iii)	sole power to dispose or direct the disposition of **

		(iv)	shared power to dispose or direct the disposition of **

	** See Attachment A

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 ¨.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Cheyne Special Situations Fund L.P., a Cayman Islands limited partnership.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	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.

	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 of 8 Pages

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: March 14, 2007

CHEYNE CAPITAL MANAGEMENT (UK) LLP

By		/s/ Simon James
Name:		Simon James
Title:		Chief Compliance Officer

CHEYNE GENERAL PARTNER INC.

By		/s/ Daniele Hendry
Name:		Daniele Hendry
Title:		Director

Page 7 of 8 Pages

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Act, the undersigned hereby agree to the joint filing with the other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock of Tanox, Inc., and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on this 14th day of March, 2007.


CHEYNE CAPITAL MANAGEMENT (UK) LLP

By		/s/ Simon James
Name:		Simon James
Title:		Chief Compliance Officer

CHEYNE GENERAL PARTNER INC.

By		/s/ Daniele Hendry
Name:		Daniele Hendry
Title:		Director

Page 8 of 8 Pages

ATTACHMENT A

1. Beneficial Ownership (Item 4(a) and (b) of Schedule 13G)

As of March 9, 2007, Cheyne Capital Management (UK) LLP (“CCMUK”), as the investment manager of Cheyne Special Situations Fund L.P. (“CLP”), may be deemed to have sole power to vote or to direct the voting of and to dispose or to direct the disposition of 2,470,000 shares of Common Stock of Tanox, Inc. (the “Common Stock”). Accordingly, CCMUK may be deemed to be the beneficial owner of the 2,470,000 shares of Common Stock, which, based on there being 45,251,225 shares of Common Stock outstanding as reported in the Form 10-Q of Tanox, Inc. (the “Form 10-Q”), represents approximately 5.5% of the outstanding Common Stock.

As of March 9, 2007, Cheyne General Partner Inc. (“CGP”), as the general partner of CLP, may be deemed to have shared power to vote or to direct the voting of and to dispose or to direct the disposition of 2,470,000 shares of Common Stock. Accordingly, CGP may be deemed to be the beneficial owner of the 2,470,000 shares of Common Stock, which, based on there being 45,251,225 shares of Common Stock outstanding as reported in the Form 10-Q, represents approximately 5.5% of the outstanding Common Stock.

As of March 9, 2007, CLP was the direct beneficial owner of 2,470,000 shares of Common Stock, which, based on there being 45,251,225 shares of Common Stock outstanding as reported in the Form 10-Q, represents approximately 5.5% of the outstanding Common Stock.

Each of CCMUK and CGP disclaim beneficial ownership of the 2,470,000 shares of Common Stock, except to the extent of any pecuniary interest therefrom.

2. Power to Vote and Dispose (Item 4(c) of Schedule 13G)

As of March 9, 2007, CCMUK may be deemed to have sole power to vote or to direct the voting of and to dispose or to direct the disposition of the 2,470,000 shares of Common Stock.

As of March 9, 2007, CGP may be deemed to have shared power to vote or to direct the voting of and to dispose or to direct the disposition of the 2,470,000 shares of Common Stock.

Each of CCMUK and CGP disclaim beneficial ownership of the 2,470,000 shares of Common Stock, except to the extent of any pecuniary interest therefrom.

-----END PRIVACY-ENHANCED MESSAGE-----