-----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, UImIwRN7ZxuxuZP5xAnmHkfbRAjuMmQNZgWlGJw4T5KHUmxv41hEa8YZYar2CuJW DRIaYIocxt25AtJNHO9mzA== 0001144204-08-021202.txt : 20080408 0001144204-08-021202.hdr.sgml : 20080408 20080408162438 ACCESSION NUMBER: 0001144204-08-021202 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080408 DATE AS OF CHANGE: 20080408 GROUP MEMBERS: FELIX J. BAKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ardea Biosciences, Inc./DE CENTRAL INDEX KEY: 0001103390 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943200380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59411 FILM NUMBER: 08745572 BUSINESS ADDRESS: STREET 1: 2131 PALOMAR ROAD STREET 2: SUITE 300 CITY: CARLSBAD STATE: CA ZIP: 92011 BUSINESS PHONE: 760-602-8422 MAIL ADDRESS: STREET 1: 2131 PALOMAR ROAD STREET 2: SUITE 300 CITY: CARLSBAD STATE: CA ZIP: 92011 FORMER COMPANY: FORMER CONFORMED NAME: INTRABIOTICS PHARMACEUTICALS INC /DE DATE OF NAME CHANGE: 20000127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TISCH FAMILY INTERESTS STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 v110037_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 5)
 
ARDEA BIOSCIENCES, INC.
(Name of Issuer)
     
Common Stock, par value $0.001 per share
(Title of Class of Securities)
     
 
03969P107
  
 
(CUSIP Number)
  
     
Leo Kirby
667 Madison Avenue, 17th Floor
New York, NY 10065
(212) 339-5633
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
 
April 4, 2008
  
 
(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 §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 (however, see the Notes).

Page 1 of 6 pages

SCHEDULE 13D
 
CUSIP No.   03969P107    
  
Page   2   of   6  Pages

1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Julian C. Baker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
4,444,936
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
4,444,936
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,444,936
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
14
TYPE OF REPORTING PERSON (See Instructions)
IN

Page 2 of 6 pages

SCHEDULE 13D
 
CUSIP No.  03969P107    
  
Page   3   of   6   Pages

1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Felix J. Baker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
4,444,936
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
4,444,936
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,444,936
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
14
TYPE OF REPORTING PERSON (See Instructions)
IN

Page 3 of 6 pages

This Amendment No. 5 to Schedule 13D is being filed by Julian C. Baker and Felix J. Baker (the “Reporting Persons”) to supplement the statements on Schedule 13D previously filed by them, as heretofore amended. Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.

Item 5.
Interest in Securities of the Issuer.
 
Set forth below is the aggregate number of shares of Common Stock held, including shares that maybe acquired upon conversion of Preferred Stock and shares that maybe acquired upon the exercise of Warrants, as of the date hereof by each of the following, together with the percentage of outstanding shares of Common Stock that such number represents based upon 13,338,284 shares outstanding as reported on the Company’s SEC Form 10K filed on March 24, 2008. Such percentage figures are calculated on the basis that the shares of Preferred Stock and Warrants owned by the Reporting Persons are deemed converted into or exercised for shares of Common Stock but other outstanding shares of Preferred Stock and Warrants are not deemed converted or exercised.
 
Name
    
Number of Shares
 
 
Percent of class Outstanding
  
Baker Bros. Investments, L.P.
    
92,204
    
0.6
%
Baker Bros. Investments II, L.P.
    
109,104
    
0.7
%
Baker Biotech Fund I , L.P.
    
1,483,726
    
10.5
%
Baker Brothers Life Sciences, L.P.
    
2,611,209
    
18.5
%
14159, L.P.
    
53,045
    
0.4
%
Baker Tisch Investments, L.P.
    
95,648
    
0.7
%
               
Total
    
4,444,936
    
31.4
%
 
By virtue of their ownership of entities that have the power to control the investment decisions of the limited partnerships listed in the table above, Julian C. Baker and Felix J. Baker may each be deemed to be beneficial owners of shares owned by such entities and may be deemed to have shared power to vote or direct the vote of and shared power to dispose or direct the disposition of such securities.
 
The following transactions in Common Stock were effected by the entities noted below during the sixty days preceding the filing of this statement. All transactions were effected in the over-the-counter market directly with a broker-dealer. Stock dividends were received on the Issuer’s Series A Convertible Preferred Stock. None of the reporting Persons has effected any other transactions in Common Stock during this period.

Name
Date
Number of Shares
Transaction
Price/ Share
Baker Bros. Investments, L.P.
4/1/2008
76
Stock Dividend
N/A
Baker Bros. Investments II, L.P.
4/1/2008
92
Stock Dividend
N/A
Baker Biotech Fund I, L.P.
4/1/2008
860
Stock Dividend
N/A
Baker Brothers Life Sciences, L.P.
4/1/2008
967
Stock Dividend
N/A
Baker Tisch Investments, L.P.
4/1/2008
122
Stock Dividend
N/A
Baker Bros. Investments II, L.P.
4/4/2008
753
Purchase
13.28
Baker Biotech Fund I, L.P.
4/4/2008
76,141
Purchase
13.28
Baker Brothers Life Sciences, L.P.
4/4/2008
313,169
Purchase
13.28
14159, L.P.
4/4/2008
9,937
Purchase
13.28
 
Page 4 of 6 pages

Exhibit 4.
Agreement regarding the joint filing of this statement.
 
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.
   
April 8, 2008    
 
 		  
 		  
 
By:   /s/ Julian C. Baker
 
Julian C. Baker
   
   
By:   /s/ Felix J. Baker
 
Felix J. Baker
   
 
Page 5 of 6 pages
 
EXHIBIT 4

AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, $0.001 par value, of Ardea Biosciences, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
   
April 8, 2008    
 
 		  
 		  
 
By:   /s/ Julian C. Baker
 
Julian C. Baker
   
   
By:   /s/ Felix J. Baker
 
Felix J. Baker
   

Page 6 of 6 pages
 -----END PRIVACY-ENHANCED MESSAGE-----