-----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, VT5/yYp75BVagYvD7idDGfDa/HZ7vX6yUo6dgARpOB8ljsNC8Z7QxJCtzMzrwY05 zir4DWCk6ZXKDj60Eb56ig== 0000950137-09-000983.txt : 20090212 0000950137-09-000983.hdr.sgml : 20090212 20090212114408 ACCESSION NUMBER: 0000950137-09-000983 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SLEZAK MARK CENTRAL INDEX KEY: 0001165644 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 3124663970 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PALATIN TECHNOLOGIES INC CENTRAL INDEX KEY: 0000911216 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 954078884 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46069 FILM NUMBER: 09592868 BUSINESS ADDRESS: STREET 1: 4C CEDAR BROOK DRIVE CITY: CRANBURY STATE: NJ ZIP: 08512 BUSINESS PHONE: 609-495-2200 MAIL ADDRESS: STREET 1: 4C CEDAR BROOK DRIVE CITY: CRANBURY STATE: NJ ZIP: 08512 FORMER COMPANY: FORMER CONFORMED NAME: INTERFILM INC DATE OF NAME CHANGE: 19930825 SC 13G/A 1 c49327sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Palatin Technologies, Inc.
 
(Name of Issuer)
Common Stock, $.01 par value
 
(Title of Class of Securities)
696077304
 
(CUSIP Number)
December 31, 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.
  
696077304 
 13G Page  
2 
   of   
5 pages 

 

           
1   NAMES OF REPORTING PERSONS:
Mark Slezak
     
     
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
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,642,474 (1)
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,698,010 (2)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,642,474 (1)
       
WITH 8   SHARED DISPOSITIVE POWER
     
    2,698,010 (2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,340,484 (1)(2)
     
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)
   
  5.0% (3)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) Includes shares issuable upon the exercise of warrants to purchase an aggregate of 268,364 shares of Issuer’s common stock that are exercisable within 60 days of the date of this Schedule 13G.
(2) Includes shares issuable upon the exercise of warrants to purchase an aggregate of 497,833 shares of Issuer’s common stock that are exercisable within 60 days of the date of this Section 13G.
(3) Calculated assuming exercise of warrants to purchase an aggregate of 766,197 shares of Issuer’s common stock and based upon the 86,662,901 shares of common stock outstanding as of November 13, 2008, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Commission on November 14, 2008.

 

                     
CUSIP No.
  
696077304 
 13G Page  
3 
   of   
5 pages 
Item 1(a) Name of Issuer:
Palatin Technologies, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices:
4-C Cedar Brook Drive
Cranbury, New Jersey 08512
Item 2(a) Name of Person Filing:
Mark Slezak
Item 2(b) Address of Principal Business Office or, if none, Residence:
c/o Lurie Investments, Inc.
440 West Ontario Street
Chicago, Illinois 60654
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2(e) CUSIP Number:
696077304
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:
             
 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
            
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
            
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
            
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
            
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
            
 
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
            
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
            
 
  (h)   o   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

                     
CUSIP No.
  
696077304 
 13G Page  
4 
   of   
5 pages 
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
            
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
The Reporting Person’s calculation of its percentage ownership of the common stock, $0.01 par value per share of Palatin Technologies, Inc. (“Common Stock”), is based upon 86,662,901 shares of Common Stock issued and outstanding as of November 13, 2008, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Commission on November 14, 2008 and includes the beneficial ownership by the Reporting Person of an aggregate of 766,197 warrants (the “Warrants”) to purchase an equivalent number of shares of Common Stock that are exercisable within 60 days of the date of this Schedule 13G.
  (a)   Amount beneficially owned:
4,340,484
  (b)   Percent of class:
5.0%
  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote
1,642,474*
  (ii)   Shared power to vote or to direct the vote
2,698,010**
  (iii)   Sole power to dispose or direct the disposition of
1,642,474*
  (iv)   Shared power to dispose or to direct the disposition of
2,698,010**
 
*   As of December 31, 2008, the Reporting Person had sole voting power and sole investment power over shares of Common Stock and Warrants held of record as follows:
         
 
  Alfa-Tech, LLC   1,374,110 shares of Common Stock
 
      268,364 Warrants
 
**   As of December 31, 2008, the Reporting Person had shared voting power and shared investment power over shares of Common Stock and Warrants held of record as follows:
         
 
  Lurie Investment   1,793,065 shares of Common Stock
 
  Fund, LLC   409,805 Warrants

 

 

                     
CUSIP No.
  
696077304 
 13G Page  
5 
   of   
5 pages 
         
 
  WASK Investments,   352,112 shares of Common Stock
 
  LLC   88,028 Warrants
 
        
 
  Lurie Investments,   55,000 shares of Common Stock
 
  Inc.    
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 þ
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
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. 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.
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.
         
 
  Date: February 11, 2009    
 
        
 
                      /s/ Mark Slezak
 
    
 
  Mark Slezak    

 

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