-----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, K/frekARQxbET3BWEHmEN2rVhzREEJtZRNHE4hbjEXlO7lH9d9T+YNs1gu+hxlTx Uf1yrnAfnoodPyr8I9VXGA== 0000894579-06-000151.txt : 20060417 0000894579-06-000151.hdr.sgml : 20060417 20060417165515 ACCESSION NUMBER: 0000894579-06-000151 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060417 DATE AS OF CHANGE: 20060417 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACUSPHERE INC CENTRAL INDEX KEY: 0001115143 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043208947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79569 FILM NUMBER: 06762802 BUSINESS ADDRESS: STREET 1: 500 ARSENAL ST CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 6175778800 MAIL ADDRESS: STREET 1: 500 ARSENAL ST CITY: WATERTOWN STATE: MA ZIP: 02472 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIMON PHILIP C CENTRAL INDEX KEY: 0001080175 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 920 EAST BALTMORE PIKE CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 302-472-8000 MAIL ADDRESS: STREET 1: 1105 NORTH MARKET STREET STREET 2: 15TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19801 SC 13G 1 acusphere33917913g.htm SCHEDULE 13G ENDOWMENT FOR ACUSPHERE CUSIP No

  CUSIP No. 00511R870

  

  Page 1 of 6 Pages
     
     

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Acusphere Inc.

(Name of Issuer)

Common Stock $0.01 par value per share

(Title of Class of Securities)

00511R870

(CUSIP Number)

April 7, 2006

(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 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.

Page 1 of 6 Pages

 

  CUSIP No. 00511R870

  

  Page 2 of 6 Pages
     
     

1

 NAME OF REPORTING PERSON

 SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

 PHILIP TIMON

 

2

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 

 Not Applicable 

 

3

 SEC USE ONLY

 

 

4

 CITIZENSHIP OR PLACE OF ORGANIZATION

 UNITED STATES OF AMERICA

 

NUMBER  OF
 SHARES
BENEFICIALLY
 OWNED  BY
 EACH
 REPORTING
 PERSON  WITH
 

5

 SOLE VOTING POWER

 1,624,942*

6

 SHARED VOTING POWER

 0

7

 SOLE DISPOSITIVE POWER

 1,624,942*

8

 SHARED DISPOSITIVE POWER

 0

9

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 PERSON

 1,624,942*

10

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 

 CERTAIN SHARES   [   ]

 

11

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 5.6%

12

 TYPE OF REPORTING PERSON

 IN

 

  CUSIP No. 00511R870

  

  Page 3 of 6 Pages
     
     
* Endowment Capital, L.P. and Long Drive, L.P., each a Delaware limited partnership (collectively, the "Limited Partnerships") own in the aggregate 1,624,942 shares of the common stock, $ 0.01 par value per share (the "Shares") of Acusphere Inc., a Delaware corporation (the "Company").  Endowment Capital Group, LLC ("Endowment Capital") a Delaware limited liability company, is the sole general partner of each of the Limited Partnerships.  Mr. Philip Timon is the sole managing member of Endowment Capital.  As a result, Mr. Timon possesses the sole power to vote and the sole power to direct the disposition of the Shares held by the Limited Partnerships.  Thus, as of April 7, 2006, for the purposes of Reg. Section 240.13d-3, Mr. Timon is deemed to beneficially own 1,624,942 Shares, or approximately 5.6% of the Shares deemed issued and outstanding as of that date.  Mr. Timon's interest in the Shares is limited to his pecuniary interest, if any, in the Limited Partnerships.
     

ITEM 1.

(a).

Name of Issuer:  ACUSPHERE INC.

 

 

 

 

(b).

Address of Issuer's Principal Executive Offices:

 

 

 

 

 

500 Arsenal Street

Watertown, MA  02472

 

 

 

ITEM 2.

(a).

Name of Persons Filing:  Mr. Philip Timon.

 

 

 

 

(b).

Address of Principal Business Office:

c/o Endowment Capital Group, LLC
1105 N. Market Street, 15th Floor
Wilmington, DE  19801
     
 

(c).

Citizenship:  United States.
     
  (d) Title of Class Securities:  Common Stock $0.01 par value per share
     
  (e) CUSIP Number:  00511R870
     
ITEM 3. If this Statement is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
  Not applicable
   
     
     

 

 

 

  CUSIP No. 00511R870

  

  Page 4 of 6 Pages
     
     
 

 

  
ITEM 4. Ownership.
     
  (a). Amount beneficially owned (as of April 7, 2006): 1,624,942*
     
  (b). Percentage of class (as of April 7, 2006): 5.6%*
     
  (c). Number of shares as to which such person has:  
       
   

(i)

 Sole power to vote or to direct the vote:

1,624,942*
         
   

(ii)

 Shared power to vote or to direct the vote: 0
         
   

(iii)

 Sole power to dispose or to direct the disposition of: 1,624,942*
         
   

(iv)

 Shared power to dispose or to direct the disposition of: 0
   

 

    

____________________

*

Endowment Capital, L.P. and Long Drive, L.P., each a Delaware limited partnership (collectively, the "Limited Partnerships") own in the aggregate 1,624,942 shares of the common stock, $ 0.01 par value per share (the "Shares") of Acusphere Inc., a Delaware corporation (the "Company").  Endowment Capital Group, LLC ("Endowment Capital") a Delaware limited liability company, is the sole general partner of each of the Limited Partnerships.  Mr. Philip Timon is the sole managing member of Endowment Capital.  As a result, Mr. Timon possesses the sole power to vote and the sole power to direct the disposition of the Shares held by the Limited Partnerships.  Thus, as of April 7, 2006, for the purposes of Reg. Section 240.13d-3, Mr. Timon is deemed to beneficially own 1,624,942 Shares, or approximately 5.6% of the Shares deemed issued and outstanding as of that date.  Mr. Timon's interest in the Shares is limited to his pecuniary interest, if any, in the Limited Partnerships.

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 Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company:
   
 

Not Applicable.
   
   

  CUSIP No. 00511R870

  

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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.

 

  CUSIP No. 00511R870

  

  Page 6 of 6 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.

 

PHILIP TIMON
   

Date:  April 7, 2006

By /S/ Philip Timon, in his capacity as sole managing member of Endowment Capital Group, LLC, the sole general partner of each of Endowment Capital, L.P. and Long Drive, L.P.
   

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