SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

XMARK ASSET MANAGEMENT LLC

(Last)

(First)

(Middle)

301 TRESSER BOULEVARD

SUITE 1320

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2005

3. Issuer Name and Ticker or Trading Symbol
YM BIOSCIENCES INC [ YMI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Disclaimed Group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, no par value	1,522,400⁽¹⁾⁽⁸⁾⁽⁹⁾	I⁽¹⁾⁽⁸⁾⁽⁹⁾	By corporation and limited partnership⁽¹⁾⁽⁸⁾⁽⁹⁾
Common Shares, no par value	2,156,900⁽²⁾⁽³⁾⁽⁸⁾⁽⁹⁾	I⁽²⁾⁽³⁾⁽⁸⁾⁽⁹⁾	By corporation, limited partnership and limited liability company⁽²⁾⁽³⁾⁽⁸⁾⁽⁹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants (right to purchase Common Shares)	⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾	⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾	Common Shares, no par value	396,825⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾	⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾	I⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾	By limited partnership⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾
Warrants (right to purchase Common Shares)	⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾	⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾	Common Shares, no par value	460,675⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾	⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾	I⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾	By corporation⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾
Warrants (right to purchase Common Shares)	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	Common Shares, no par value	90,000⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	By limited partnership⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Warrants (right to purchase Common Shares)	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	Common Shares, no par value	180,000⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	By corporation⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Warrants (right to purchase Common Shares)	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	Common Shares, no par value	1,222,990⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	By limited liability company⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Warrants (right to purchase Common Shares)	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	Common Shares, no par value	127,010⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	By limited liability company⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

XMARK ASSET MANAGEMENT LLC

(Last)

(First)

(Middle)

301 TRESSER BOULEVARD

SUITE 1320

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Disclaimed Group

1. Name and Address of Reporting Person^*

Xmark Opportunity Partners, LLC

(Last)

(First)

(Middle)

301 TRESSER BOULEVARD

SUITE 1320

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Disclaimed Group

Explanation of Responses:

1. As of December 12, 2005, Xmark Fund, L.P., a Delaware limited partnership ("Xmark LP"), held 716,059 common shares, no par value (the "Common Shares"), of YM BioSciences Inc., a Canadian corporation (the "Company"). As of December 12, 2005, Xmark Fund, Ltd., a Cayman Islands exempted company ("Xmark Ltd"), held 806,341 Common Shares of the Company. Xmark Asset Management, LLC, a New York limited liability company ("XAM"), is the investment manager for each of Xmark LP and Xmark Ltd, and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Xmark LP and Xmark Ltd. XAM's interest in the securities reported herein is limited to its pecuniary interest in Xmark LP and Xmark Ltd, if any.

2. As of December 12, 2005, Xmark Opportunity, L.P., a Delaware limited partnership ("Opportunity LP"), held 344,027 Common Shares of the Company. As of December 12, 2005, Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), held 487,873 Common Shares of the Company. As of December 12, 2005, Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), held 1,325,000 Common Shares of the Company. Xmark Opportunity Partners, LLC, a Delaware limited liability company ("Opportunity Partners"), is the sole member of the investment manager of Opportunity LP and Opportunity Ltd and the investment manager of JV Partners and, as such, possesses sole power to vote

3. and direct the disposition of all securities of the Company held by Opportunity LP, Opportunity Ltd and JV Partners. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any.

4. As of December 12, 2005, Xmark LP held warrants to purchase up to an aggregate of 396,825 Common Shares of the Company and Xmark Ltd held warrants to purchase up to an aggregate of 460,675 Common Shares of the Company. Such warrants are exercisable immediately, have an exercise price of Cdn. $2.50 per share, and expire on December 15, 2008. Such warrants are subject to beneficial ownership limitations that render them unexercisable while the holder(s) thereof beneficially own(s) more than 4.95% of the total number of Common Shares of the Company then issued and outstanding, or to the extent exercise thereof would result in the beneficial ownership by the holder(s) thereof of more than 4.95% of the total number of Common Shares of the

5. Company then issued and outstanding (the "Issuance Limitation"). Xmark LP and Xmark Ltd may waive the Issuance Limitation only upon 61 days' prior written notice. XAM is the investment manager of Xmark LP and Xmark Ltd and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Xmark LP and Xmark Ltd. XAM's interest in the securities reported herein is limited to its pecuniary interest in Xmark LP and Xmark Ltd, if any.

6. As of December 12, 2005, Opportunity LP held a warrant to purchase up to 90,000 Common Shares of the Company at an exercise price of Cdn. $3.75, which warrant is exercisable immediately and expires on September 30, 2007. As of December 12, 2005, Opportunity Ltd held a warrant to purchase up to 180,000 Common Shares of the Company at an exercise price of Cdn. $3.75, which warrant is exercisable immediately and expires on September 30, 2007. As of December 12, 2005, JV Partners held warrants to purchase up to 1,222,990 Common Shares of the Company at an exercise price of Cdn. $3.75, which warrants are exercisable immediately and expire on September 30, 2007. JV Partners also held a warrant to purchase up to 127,010 Common Shares of the Company

7. at an exercise price of Cdn. $2.50 (the "JV Warrant"), which warrant expires on December 15, 2008 and is subject to a beneficial ownership limitation that renders it unexercisable while the holder thereof beneficially owns more than 4.95% of the total number of Common Shares of the Company then issued and outstanding, or to the extent exercise thereof would result in the beneficial ownership by the holder thereof of more than 4.95% of the total number of Common Shares of the Company then issued and outstanding. Opportunity Partners is the sole member of the investment manager of Opportunity LP and Opportunity Ltd and the investment manager of JV Partners and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Opportunity LP, Opportunity Ltd and JV Partners. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any.

8. Mitchell D. Kaye, the sole Managing Member of XAM, exercises sole voting and investment power with respect to all securities beneficially owned by XAM. Mr. Kaye and David C. Cavalier, the Co-Managing Members of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. Thus, for the purposes of Reg. Section 240.13d-3, XAM and Opportunity Partners may be deemed to be beneficial owners of more than 10% of the Common Shares of the Company. XAM does not exercise any voting or investment power with respect to the Common Shares of the Company beneficially owned by Opportunity Partners, Opportunity Partners does not exercise any voting or investment power with respect to the Common Shares of the Company beneficially owned by XAM and each of XAM and Opportunity Partners at all times acts independently of the other with respect to the securities of the Company. Opportunity Partners does not have any pecuniary interest

9. in the Common Shares of the Company beneficially owned by XAM and XAM does not have any pecuniary interest in the Common Shares of the Company beneficially owned by Opportunity Partners. XAM disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in Xmark LP and Xmark Ltd, if any. Opportunity Partners disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities of the Company reported in Table I or Table II of this Form 3 (including securities beneficially owned by the other reporting person).

	/s/ Mitchell D.Kaye, Managing Member of Xmark Asset Management, LLC	02/17/2006
	/s/ Mitchell D. Kaye, Co-Managing Member of Xmark Opportunity Partners, LLC	02/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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