Schedule 13D/A

0000950123-09-021238.txt : 20090709 0000950123-09-021238.hdr.sgml : 20090709 20090709162647 ACCESSION NUMBER: 0000950123-09-021238 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090709 DATE AS OF CHANGE: 20090709 GROUP MEMBERS: ARGERIS KARABELAS GROUP MEMBERS: CDC IV, LLC GROUP MEMBERS: CDC OPERATIONS LLC GROUP MEMBERS: DAVID R. RAMSAY GROUP MEMBERS: JAN LESCHLY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIODELIVERY SCIENCES INTERNATIONAL INC CENTRAL INDEX KEY: 0001103021 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 352089858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57907 FILM NUMBER: 09937341 BUSINESS ADDRESS: STREET 1: 801 CORPORATE CENTER DRIVE STREET 2: SUITE 210 CITY: RALEIGH STATE: NC ZIP: 27607 BUSINESS PHONE: 919 582 9050 MAIL ADDRESS: STREET 1: 801 CORPORATE CENTER DRIVE STREET 2: SUITE 210 CITY: RALEIGH STATE: NC ZIP: 27607 FORMER COMPANY: FORMER CONFORMED NAME: MAS ACQUISITION XXIII CORP DATE OF NAME CHANGE: 20000111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CDC IV LLC CENTRAL INDEX KEY: 0001365385 IRS NUMBER: 204153867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 47 HULFISH STREET STREET 2: SUITE 310 CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-8300 MAIL ADDRESS: STREET 1: 47 HULFISH STREET STREET 2: SUITE 310 CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13D/A 1 c87763sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7 )*

BioDelivery Sciences International, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

09060J106

(CUSIP Number)

David R. Ramsay
CDC IV, LLC
47 Hulfish Street, Suite 310
Princeton, New Jersey 08542
(609) 683-8300

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

July 2, 2009

(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 that 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 Rule 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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).


CUSIP No.		09060J106

NAMES OF REPORTING PERSONS

CDC IV, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable.

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,664,264

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,664,264

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,664,264 shares of common stock comprised of: (i) a warrant to purchase 601,120 shares of the Issuer’s common stock, issued in February 2006; (ii) 159,144 shares of the Issuer’s common stock and a warrant to purchase 904,000 shares of the Issuer’s common stock, issued in May 2006; and (iii) a warrant to purchase 1,000,000 shares of Issuer’s common stock, issued March 2007.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		09060J106

NAMES OF REPORTING PERSONS

CDC Operations LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable.

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,664,264

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,664,264

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		09060J106

NAMES OF REPORTING PERSONS

David R. Ramsay

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable.

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,664,264

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,664,264

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		09060J106

NAMES OF REPORTING PERSONS

Argeris Karabelas

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable.

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,664,264

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,664,264

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		09060J106

NAMES OF REPORTING PERSONS

Jan Leschly

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not Applicable.

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,664,264

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,664,264

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EXPLANATORY NOTE

This Amendment No. 7 to the Schedule 13D amends and supplements Items 4, 5 and 7 of the Schedule 13D, filed June 12, 2006, by CDC IV, LLC, a Delaware limited liability company (“CDC IV”) relating to the Common Stock, $0.001 par value per share, of BioDelivery Sciences International, Inc., a Delaware corporation (the “Issuer”), Amendment No. 1 to the Schedule 13D, filed August 22, 2006, by CDC IV relating to the Common Stock, $0.001 par value per share, of Issuer, Amendment No. 2 to the Schedule 13D, filed September 1, 2006, by CDC IV relating to the Common Stock, $0.001 par value per share, of Issuer, Amendment No. 3 to the Schedule 13D, filed March 16, 2007, by CDC IV relating to the Common Stock, $0.001 par value per share, of Issuer, Amendment No. 4 to the Schedule 13D, filed June 22, 2009, by CDC IV relating to the Common Stock, $0.0001 par value per share, of Issuer, Amendment No. 5 to the Schedule 13D, filed June 26, 2009, by CDC IV relating to the Common Stock, $0.0001 par value per share, of Issuer and Amendment No. 6 to the Schedule 13D, filed July 2, 2009, by CDC IV relating to the Common Stock, $0.0001 par value per share, of Issuer.

Item 4. Purpose of Transaction.

The response to Item 4 of the Schedule 13D is hereby amended to add the following information:

“On July 2, 2009, July 6, 2009, July 7, 2009, and July 8, 2009, CDC IV sold an aggregate of 89,930 shares of Common Stock at prices ranging from $6.1000 to $6.5000 per share, as set forth on Exhibit R incorporated by reference herein and attached hereto. CDC IV will continue to review its investment in the Issuer and may determine, based on market and general economic conditions, the market price of the Issuer’s shares of Common Stock and other factors deemed relevant by CDC IV, to acquire or dispose of additional shares of Common Stock.”

Item 5. Interest in Securities of the Issuer.

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

“(a) As of the date of this Amendment, giving effect to the dispositions described in Item 4, CDC IV is the beneficial owner of 2,664,264 shares of the Issuer’s Common Stock, consisting of (i) a warrant to purchase 601,120 shares of the Issuer’s Common Stock, issued in February 2006; (ii) 159,144 shares of the Issuer’s Common Stock and a warrant to purchase 904,000 shares of the Issuer’s Common Stock, issued in May 2006; and (iii) a warrant to purchase 1,000,000 shares of Issuer’s Common Stock, issued in March 2007, representing 12.3% of the Issuer’s shares of Common Stock outstanding (based upon 19,232,812 shares of Common Stock outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009). As the manager of CDC IV, CDC Operations and David R. Ramsay, Argeris Karabelas and Jan Leschly, the Partners of CDC Operations, may be deemed the beneficial owner of the shares of the Issuer’s Common Stock held by CDC IV. CDC Operations and Messrs. Ramsay, Karabelas and Leschly each disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any of Messrs. Ramsay, Karabelas and Leschly or CDC Operations is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

(b) By virtue of its status as manager of CDC IV, CDC Operations and David R. Ramsay, Argeris Karabelas and Jan Leschly, as Partners of CDC Operations and the individuals with voting and dispositive power of the securities held by CDC IV, may be deemed to share voting and dispositive power with CDC IV with respect to the 2,664,264 shares of the Issuer’s Common Stock held by CDC IV. CDC Operations and Messrs. Ramsay, Karabelas and Leschly each disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any of Messrs. Ramsay, Karabelas and Leschly or CDC Operations is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

(c) During the past sixty days prior to the date hereof, neither CDC IV, CDC Operations, David R. Ramsay, Argeris Karabelas nor Jan Leschly, nor, to the knowledge of each of the above, any executive officer, director or managing member of CDC IV or CDC Operations, has engaged in any transaction in the Issuer’s Common Stock, with the exception of the transactions described above in Item 4.

(d) No person, other than CDC IV, CDC Operations, David R. Ramsay, Argeris Karabelas and Jan Leschly, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by CDC IV.

(e) Not applicable.”

Item 7. Material to be Filed as Exhibits.

The response to Item 7 of the Schedule 13D is hereby amended to add the following information:


Exhibit		Name
R**		Description of sales of Common Stock of BioDelivery Sciences International, Inc. by CDC IV, LLC from July 2, 2009 to July 8, 2009.

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. The undersigned hereby express our agreement that this Schedule 13D/A is filed on behalf of each of us pursuant to Rule 13d-1(k) under the Securities Exchange Act.


Dated: July 9, 2009	CDC IV, LLC
	By:	/s/ David R. Ramsay
		Name:	David R. Ramsay
		Title:	Authorized Signatory

Dated: July 9, 2009	CDC OPERATIONS LLC
	By:	/s/ David R. Ramsay
		Name:	David R. Ramsay
		Title:	Authorized Signatory


Dated: July 9, 2009	/s/ David R. Ramsay
	David R. Ramsay



Dated: July 9, 2009	/s/ Argeris Karabelas
	Argeris Karabelas



Dated: July 9, 2009	/s/ Jan Leschly
	Jan Leschly

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

EXHIBIT INDEX


Exhibit		Name
R**		Description of sales of Common Stock of BioDelivery Sciences International, Inc. by CDC IV, LLC from July 2, 2009 to July 8, 2009.

EX-99.R 2 c87763exv99wr.htm EXHIBIT 99 R Exhibit 99 R

Exhibit R


					Where and how the
	Amount of				transaction was
Date of Transaction	Securities Sold		Price Per Share		effected
07/02/09		6,337	$	6.4500	Open Market
07/02/09		174	$	6.5000	Open Market
07/06/09		50,000	$	6.1500	Open Market
07/06/09		20,000	$	6.2500	Open Market
07/07/09		1,510	$	6.1000	Open Market
07/07/09		1,200	$	6.1100	Open Market
07/07/09		2,263	$	6.1200	Open Market
07/07/09		7,335	$	6.1300	Open Market
07/07/09		850	$	6.1500	Open Market
07/08/09		261	$	6.2500	Open Market