-----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, HbYNY/B9l5iWyV3lq581/GtrgxAijoX355al4wgvhBpgz4Ttj99ieRwuDu1V8+Gp +LuDDhyIBuSa5L2WSpXlzg== 0000932440-09-000208.txt : 20090312 0000932440-09-000208.hdr.sgml : 20090312 20090312102315 ACCESSION NUMBER: 0000932440-09-000208 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090312 DATE AS OF CHANGE: 20090312 GROUP MEMBERS: ALAIN SCHREIBER GROUP MEMBERS: JAY MOORIN GROUP MEMBERS: PROQUEST ASSOCIATES IV LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AFFYMAX INC CENTRAL INDEX KEY: 0001158223 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82530 FILM NUMBER: 09674385 BUSINESS ADDRESS: STREET 1: 4001 MIRANDA AVE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-812-8700 MAIL ADDRESS: STREET 1: 4001 MIRANDA AVE. CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ProQuest Investments IV, L.P. CENTRAL INDEX KEY: 0001431818 IRS NUMBER: 205935001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 90 NASSAU STREET STREET 2: 5TH FLOOR CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-919-3567 MAIL ADDRESS: STREET 1: 90 NASSAU STREET STREET 2: 5TH FLOOR CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13G 1 sc13g-1338112.htm SCHEDULE 13G sc13g-1338112.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


 
SCHEDULE 13G
(Amendment No. __)

UNDER THE SECURITIES EXCHANGE ACT OF 19341


Affymax, Inc.
 (Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

00826A109
 (CUSIP Number)

March 2, 2009
(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)
 
x Rule 13d-1(c)
 
o Rule 13d-1(d)


__________________

1   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 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. 00826A109
13G
Page 2 of 11




1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Investments IV, L.P.                                                              20-5935001
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a)
o
(b)
o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
1,777,942
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
1,777,942
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,777,942
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
  
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
12.
TYPE OF REPORTING PERSON**
PN
 
** SEE INSTRUCTIONS BEFORE FILLING OUT


 
 
 


CUSIP NO. 00826A109
13G
Page 3 of 11




1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Associates IV LLC                                                              20-5934968
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a)
o
(b)
o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
1,777,942
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
1,777,942
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,777,942
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
  
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
12.
TYPE OF REPORTING PERSON**
OO
 
** SEE INSTRUCTIONS BEFORE FILLING OUT


 
 
 


CUSIP NO. 00826A109
13G
Page 4 of 11




1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay Moorin
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a)
o
(b)
o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
1,777,942
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
1,777,942
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,777,942
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
  
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
12.
TYPE OF REPORTING PERSON**
IN
 
** SEE INSTRUCTIONS BEFORE FILLING OUT


 
 
 


CUSIP NO. 00826A109
13G
Page 5 of 11




1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Alain Schreiber
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a)
o
(b)
o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States Resident Alien
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
1,777,942
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
1,777,942
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,777,942
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
  
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
12.
TYPE OF REPORTING PERSON**
IN
 
** SEE INSTRUCTIONS BEFORE FILLING OUT


 
 
 


CUSIP NO. 00826A109
13G
Page 6 of 11




Item 1(a).
Name of Issuer.

Affymax, Inc. (the “Company”).

Item 1(b).
Address of Issuer’s Principal Executive Offices.

The Company’s principal executive offices are located at 4001 Miranda Avenue, Palo Alto, CA  94304.

Items 2(a).
Name of Person Filing.

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired on the open market (the “Shares”):
 
(i)           ProQuest Investments IV, L.P., a Delaware limited partnership (“Investments IV”), with respect to Shares beneficially owned by it;
 
(ii)           ProQuest Associates IV LLC, a Delaware limited liability company (“Associates IV”), as General Partner of Investments IV, with respect to Shares beneficially owned by it;
 
(iii)           Jay Moorin, an individual and a member of Associates IV (“Moorin”), with respect to Shares beneficially owned by Investments IV; and
 
(iv)           Alain Schreiber, an individual and a member of Associates IV (“Schreiber”), with respect to Shares beneficially owned by Investments IV.
 
The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence.

The address of the principal business office of each of the Reporting Persons is 90 Nassau Street, 5th Floor, Princeton, NJ  08542.

Item 2(c).
Citizenship.

Moorin is a United States citizen.  Schreiber is a United States resident alien.  Investors IV is a limited partnership organized under the laws of the State of Delaware.  Associates IV is a limited liability company organized under the laws of the State of Delaware.

Item 2(d).
Title of Class of Securities.

Common stock, $0.001 par value per share.




 
 
 


CUSIP NO. 00826A109
13G
Page 7 of 11



Item 2(e).
CUSIP Number.

00826A109

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:

 
(a)
o
Broker or dealer registered under Section 15 of the Act,
       
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act,
       
 
(c)
o
Insurance Company as defined in Section 3(a)(19) of the Act,
       
 
(d)
o
Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
 
(e)
o
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
       
 
(f)
o
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
       
 
(g)
o
Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
       
 
(h)
o
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
 
(i)
o
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
       
 
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.
Ownership.

The percentages used herein are calculated based upon 19,048,679 shares outstanding as of March 2, 2009, based upon information provided by the Company.  As of the close of business on March 2, 2009, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:
 
 
A.
ProQuest Investments IV, L.P.
     
 
(a)
Amount beneficially owned:  1,777,942
     
 
(b)
Percent of class: 9.3%
       
 
(c)
(i)
Sole power to vote or direct the vote: -0-
       
   
(ii)
Shared power to vote or direct the vote:  1,777,942

 
 
 


CUSIP NO. 00826A109
13G
Page 8 of 11




       
   
(iii)
Sole power to dispose or direct the disposition:  -0-
       
   
(iv)
Shared power to dispose or direct the disposition:  1,777,942
     
 
B.
ProQuest Associates IV LLC
     
 
(a)
Amount beneficially owned:  1,777,942
     
 
(b)
Percent of class: 9.3%
       
 
(c)
(i)
Sole power to vote or direct the vote: -0-
       
   
(ii)
Shared power to vote or direct the vote:  1,777,942
       
   
(iii)
Sole power to dispose or direct the disposition:  -0-
       
   
(iv)
Shared power to dispose or direct the disposition:  1,777,942
     
 
C.
Jay Moorin
     
 
(a)
Amount beneficially owned:  1,777,942
     
 
(b)
Percent of class: 9.3%
       
 
(c)
(i)
Sole power to vote or direct the vote: -0-
       
   
(ii)
Shared power to vote or direct the vote:  1,777,942
       
   
(iii)
Sole power to dispose or direct the disposition:  -0-
       
   
(iv)
Shared power to dispose or direct the disposition:  1,777,942
 
 
D.
Alain Schreiber
     
 
(a)
Amount beneficially owned:  1,777,942
     
 
(b)
Percent of class: 9.3%
       
 
(c)
(i)
Sole power to vote or direct the vote: -0-
       
   
(ii)
Shared power to vote or direct the vote:  1,777,942
       
   
(iii)
Sole power to dispose or direct the disposition:  -0-
       
   
(iv)
Shared power to dispose or direct the disposition:  1,777,942

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.   ¨


 
 
 


CUSIP NO. 00826A109
13G
Page 9 of 11



Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

Item 8.
Identification and Classification of Members of the Group.

Not Applicable.

Item 9.
Notice of Dissolution of Group.

Not Applicable.

Item 10.
Certifications.

Each of the Reporting Persons hereby makes the following 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. 00826A109
13G
Page 10 of 11



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.
 
DATED:  March 12, 2009


      /s/ Pasquale DeAngelis 
     
Pasquale DeAngelis, as a member of ProQuest Associates IV LLC and on behalf of ProQuest Investments IV, L.P.

     
*
     
Jay Moorin, individually

     
*
     
Alain Schreiber, individually


       
 
*
By: 
 /s/ Pasquale DeAngelis       
   
Pasquale DeAngelis, Attorney-in-Fact
      


 
 
 


CUSIP NO. 00826A109
13G
Page 11 of 11



 
EXHIBIT INDEX
 
Exhibit Number
Exhibit Description
24.1
Power of Attorney
99.1
Joint Filing Agreement


 
 
 

EX-24.1 2 ex24-1_1338072.htm EXHIBIT 24.1 ex24-1_1338072.htm


EXHIBIT 24.1
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints, as of the date hereof, Pasquale DeAngelis, his or her true and lawful attorney-in-fact with full power of substitution, resubstitution and revocation, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, including, but not limited to, the undersigned's individual capacity, to execute all agreements, certificates, forms, instruments, or other documents, and to take any action, necessary to file beneficial ownership reports on Schedules 13D and 13G and Forms 3, 4 and 5 (including any amendments thereto, and including any beneficial ownership reports which may in the future be required by the Securities and Exchange Commission to be filed provided that the purpose and form of such reports is substantially similar to Schedules 13D or 13G or Form 3, 4 or 5) under the Securities Exchange Act of 1934 with the Securities and Exchange Commission or any stock exchange or similar authority, in connection with any equity investments in Affymax, Inc. by each of the undersigned in his or her individual capacity.

In connection with the appointment of such attorney-in-fact, each of the undersigned hereby grants unto said attorney-in-fact full power and authority to do and perform each and every act and thing which, in the opinion of such attorney-in-fact, may be requisite, necessary, proper or of benefit to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact (or attorney-in-fact's substitute or substitutes), may lawfully do or cause to be done by virtue hereof, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his own discretion. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigneds’ responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.



Dated:  March 12, 2009
      
      /s/ Jay Moorin
     
Jay Moorin
       
       
       
      /s/ Alain Schreiber
     
Alain Schreiber


 
 
 

EX-99.1 3 ex99-1_1338075.htm EXHIBIT 99.1 ex99-1_1338075.htm

Exhibit 99.1


JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock of Affymax, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of  Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended.  The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment.  This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.


Dated:  March 12, 2009
      
      /s/ Pasquale DeAngelis 
     
Pasquale DeAngelis, as a member of ProQuest Associates IV LLC and on behalf of ProQuest Investments IV, L.P.
       
     
 
*
     
Jay Moorin, individually
     
 
*
     
Alain Schreiber, individually



*By: 
 /s/ Pasquale DeAngelis   
 
Pasquale DeAngelis, Attorney-in-Fact
Power of attorney filed as an exhibit hereto
  



 
 
 

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