-----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, PdNphhbi/UoudJNEQcCJ+ySUhdG6AZKfHleWooyIKEsiGsYa17Y/OkrblS+R5L7B /2TXFvfaCrsd4i2cMtGZdA== 0000950135-08-000732.txt : 20080211 0000950135-08-000732.hdr.sgml : 20080211 20080211125746 ACCESSION NUMBER: 0000950135-08-000732 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080211 GROUP MEMBERS: CHRISTOPHER B. MADISON GROUP MEMBERS: DAVID J. STEINBERG GROUP MEMBERS: MAST CREDIT MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lev Pharmaceuticals Inc CENTRAL INDEX KEY: 0001144062 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880211496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80192 FILM NUMBER: 08592178 BUSINESS ADDRESS: STREET 1: 122 WEST 42ND STREET STREET 2: SUITE 2606 CITY: NEW YORK STATE: NY ZIP: 10168 BUSINESS PHONE: 212-682-3096 MAIL ADDRESS: STREET 1: 122 WEST 42ND STREET STREET 2: SUITE 2606 CITY: NEW YORK STATE: NY ZIP: 10168 FORMER COMPANY: FORMER CONFORMED NAME: FUN CITY POPCORN INC DATE OF NAME CHANGE: 20010628 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mast Credit Opportunities (Master), Ltd CENTRAL INDEX KEY: 0001336625 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 535 BOYLSTON ST. STREET 2: SUITE 1101 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-247-7675 MAIL ADDRESS: STREET 1: 535 BOYLSTON ST. STREET 2: SUITE 1101 CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 b68531lpsc13g.htm LEV PHARMACEUTICALS, INC. - SCHEDULE 13G sc13g
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Lev Pharmaceuticals, Inc.
 
(Name of Issuer)
Common Stock, $0.01 par value per share
 
(Title of Class of Securities)
52730C101
 
(CUSIP Number)
January 30, 2008
 
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
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 (however, see the Notes).
 
 

 


 

                       
CUSIP No.
 
52730C101 
13G Page  
  of   
10  
 Pages

 

           
1.   NAMES OF REPORTING PERSONS

Mast Credit Opportunities I Master Fund, Ltd.
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  5.   SOLE VOTING POWER
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  13,620,500 shares of Common Stock
     
6.   SHARED VOTING POWER
   
  0
     
7.   SOLE DISPOSITIVE POWER
   
  13,620,500 shares of Common Stock
     
8.   SHARED DISPOSITIVE POWER
     
    0
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  13,620,500 shares of Common Stock
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.8%
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO


 

                       
CUSIP No.
 
52730C101 
13G Page  
  of   
10  
 Pages

 

           
1.   NAMES OF REPORTING PERSONS

Mast Credit Management, LLC
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5.   SOLE VOTING POWER
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  13,620,500 shares of Common Stock
     
6.   SHARED VOTING POWER
   
  0
     
7.   SOLE DISPOSITIVE POWER
   
  13,620,500 shares of Common Stock
     
8.   SHARED DISPOSITIVE POWER
     
    0
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  13,620,500 shares of Common Stock
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.8%
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA


 

                       
CUSIP No.
 
52730C101 
13G Page  
  of   
10  
 Pages

 

           
1.   NAMES OF REPORTING PERSONS

Christopher B. Madison
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Massachusetts
       
  5.   SOLE VOTING POWER
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  100,000 shares of Common Stock
     
6.   SHARED VOTING POWER
   
  13,620,500 shares of Common Stock
     
7.   SOLE DISPOSITIVE POWER
   
  100,000 shares of Common Stock
     
8.   SHARED DISPOSITIVE POWER
     
    13,620,500 shares of Common Stock
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  13,720,500 shares of Common Stock
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.9%
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN


 

                       
CUSIP No.
 
52730C101 
13G Page  
  of   
10  
 Pages

 

           
1.   NAMES OF REPORTING PERSONS

David J. Steinberg
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Massachusetts
       
  5.   SOLE VOTING POWER
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  40,000 shares of Common Stock
     
6.   SHARED VOTING POWER
   
  13,620,500 shares of Common Stock
     
7.   SOLE DISPOSITIVE POWER
   
  40,000 shares of Common Stock
     
8.   SHARED DISPOSITIVE POWER
     
    13,620,500 shares of Common Stock
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  13,660,500 shares of Common Stock
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.9%
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN


 

Page 6 of 10 pages
Item 1.
(a) Name of Issuer: Lev Pharmaceuticals, Inc. (the “Issuer”).
(b) Address of the Issuer’s Principal Executive Offices: 675 Third Avenue, Suite 2200, New York, New York 10017.
Item 2.
(a) Name of Person Filing: This joint statement on Schedule 13G is being filed by Mast Credit Opportunities I Master Fund, Ltd., Mast Capital Management, LLC, David J. Steinberg and Christopher B. Madison who are collectively referred to as the “Reporting Persons.” Messrs. Steinberg and Madison (the “Managers”) are the managers of Mast Capital Management, LLC (“Capital”), which serves as investment adviser for Mast Credit Opportunities I Master Fund, Ltd. (the “Fund”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.
(b) Address of Principal Business Office: The principal business office of the Fund with respect to the shares reported hereunder is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896 GT, Harbour Centre, 2nd Floor, North Church, Street, George Town, Cayman Islands
The principal business officer for Capital and each of the Managers with respect to the share reported hereunder is 535 Boylston Street, Suite 401, Boston, MA 02116.
(c) Citizenship: Capital is a Delaware limited liability company. The Fund is a Cayman Islands exempted company. The Managers are U.S. citizens.
(d) Title and Class of Securities: Common stock, $0.01 par value per share (“Common Stock”)
(e) CUSIP Number: 52730C101
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:
N/A
Item 4. Ownership:
As of the date of this filing, the Reporting Persons, in the aggregate, beneficially own 13,760,500 shares of Common Stock of the Issuer. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns an aggregate of 13,620,500 shares of Common Stock, which amount includes the right to acquire an additional 900,000 shares of Common Stock through the exercise of a warrant issued to the Fund, representing approximately 9.8% of the class, (ii) Capital, as investment adviser to the Fund beneficially owns 13,620,500 shares of Common Stock, which amount includes the right to acquire an additional 900,000 shares of

 


 

Page 7 of 10 pages
Common Stock through the exercise of a warrant issued to the Fund, representing approximately 9.8% of the class, (iii) Mr. Madison, as both a manager of Capital and in his individual capacity, beneficially owns in the aggregate 13,720,500 shares of Common Stock, which amount includes the right to acquire an additional 900,000 shares of Common Stock through the exercise of a warrant issued to the Fund, representing approximately 9.9% of the class, and (iv) Mr. Steinberg, as both a manager of Capital and in his individual capacity, beneficially owns 13,660,500 shares of Common Stock, which amount include the right of the Fund to acquire an additional 900,000 shares of Common Stock through the exercise of a warrant issued to the Fund. The percentage of the Common Stock beneficially owned by each Reporting Person is based on a total of 137,750,203 shares of the Common Stock of the Issuer outstanding as of November 13, 2007, as reported in the Issuer’s most recent quarterly report of the Issuer on Form 10-Q for the quarterly period ended September 30, 2007, plus the number of shares of Common Stock able to be acquired by the Reporting Persons within 60 days of this filing.
The Fund has the power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Capital, as the investment adviser of the Fund, has the authority to vote and dispose of all of the shares of Common Stock beneficially owned by the Fund. Each of Mr. Madison and Mr. Steinberg, by virtue of his position as manager of Capital, has the authority to vote and dispose of all of the shares of Common Stock beneficially owned by the Fund. In addition, Mr. Madison has the ability to vote and dispose of the shares of Common Stock beneficially owned by him individually and Mr. Steinberg has the ability to vote and dispose of the shares of Common Stock beneficially owned by him individually.
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A

 


 

Page 8 of 10 pages
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 9 of 10 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.
             
 
  By:   /s/ Christopher B. Madison
 
   
 
           
    MAST CREDIT OPPORTUNITIES I MASTER FUND, LTD.    
 
  Name:   Christopher B. Madison
 
   
 
  Title:   Director
 
   
 
           
    MAST CAPITAL MANAGEMENT, LLC    
 
           
 
  By:   /s/ Christopher B. Madison
 
   
 
  Name:   Christopher B. Madison
 
   
 
  Title:   Manager
 
   
 
           
 
  Christopher B. Madison    
 
           
    /s/ Christopher B. Madison    
         
 
           
    David J. Steinberg    
 
           
    /s/ David J. Steinberg    
         

 


 

Page 10 of 10 pages
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of February 8, 2008, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Lev Pharmaceuticals, Inc., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
             
    MAST CREDIT OPPORTUNITIES I MASTER FUND, LTD.    
 
           
 
  By:   /s/ Christopher B. Madison
 
   
 
  Name:   Christopher B. Madison
 
   
 
  Title:   Director
 
   
 
           
    MAST CAPITAL MANAGEMENT, LLC    
 
           
 
  By:   /s/ Christopher B. Madison
 
   
 
  Name:   Christopher B. Madison
 
   
 
  Title:   Manager
 
   
 
           
    Christopher B. Madison    
 
           
    /s/ Christopher B. Madison    
         
 
           
    David J. Steinberg    
 
           
    /s/ David J. Steinberg    
         

 

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