-----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, PLLccoSCln4tnOnBQ6Z1p3p3toHwOX9ydlmNhote2MPxblNcIvjlv92xjAhnd9ce K3iFra1e4GDkA/WKCmEi2w== 0000806085-07-000083.txt : 20070614 0000806085-07-000083.hdr.sgml : 20070614 20070614171427 ACCESSION NUMBER: 0000806085-07-000083 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070614 DATE AS OF CHANGE: 20070614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LPATH, INC CENTRAL INDEX KEY: 0001251769 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 161630142 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81182 FILM NUMBER: 07920662 BUSINESS ADDRESS: STREET 1: 6335 FERRIS SQUARE STREET 2: SUITE A CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-678-0800 MAIL ADDRESS: STREET 1: 6335 FERRIS SQUARE STREET 2: SUITE A CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: LPATH INC DATE OF NAME CHANGE: 20051202 FORMER COMPANY: FORMER CONFORMED NAME: NEIGHBORHOOD CONNECTIONS INC DATE OF NAME CHANGE: 20040323 FORMER COMPANY: FORMER CONFORMED NAME: JCG INC DATE OF NAME CHANGE: 20030702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 f07-06_1413da1lpath.txt LPTN SC 13D/A1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION placeCityWashington, StateD.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 LPath Inc. (Name of Issuer) Common Stock $.001 par value (Title of Class of Securities) 548910 10 8 (CUSIP Number of Class of Securities) Jeffrey A. Welikson Secretary Lehman Brothers Holdings Inc. 1301 Avenue of the Americas, 5th Floor New York, NY 10019 (212) 526-0858 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) June 12, 2007 (Date of Event which required Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ? Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 (b)for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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. 548910 10 8 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Holdings Inc. 13-3216325 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 8,421,100(1) 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 8,421,100(1) 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,421,100(1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.7%(2) 14. TYPE OF REPORTING PERSON: HC/CO (1) Excludes warrants to purchase 2,947,384 shares because the terms of the warrants contain a limitation on acquiring shares of Common Stock if the exercise would result in the holder beneficially owning more than 4.99% of the outstanding Common Stock. (2) Based on 42,684,752 shares of Common Stock outstanding at June 12, 2007. CUSIP No. 548910 10 8 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Inc. 13-2518466 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 8,421,100(1) 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 8,421,100(1) 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,421,100(1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.7%(2) 14. TYPE OF REPORTING PERSON: CO (1) Excludes warrants to purchase 2,947,384 shares because the terms of the warrants contain a limitation on acquiring shares of Common Stock if the exercise would result in the holder beneficially owning more than 4.99% of the outstanding Common Stock. (2) Based on 42,684,752 shares of Common Stock outstanding at June 12, 2007. CUSIP No. 548910 10 8 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LB I Group Inc. 13-2741778 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 8,421,100(1) 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 8,421,100(1) 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,421,100(1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.7%(2) 14. TYPE OF REPORTING PERSON: CO (1) Excludes warrants to purchase 2,947,384 shares because the terms of the warrants contain a limitation on acquiring shares of Common Stock if the exercise would result in the holder beneficially owning more than 4.99% of the outstanding Common Stock. (2) Based on 42,684,752 shares of Common Stock outstanding at June 12, 2007. INTRODUCTION This Amendment No. 1 (this "Amendment") amends the Schedule 13D filed on April 16, 2007 (the "Original 13D") by Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"), Lehman Brothers Inc., a Delaware Corporation ("LBI"), and LB I Group Inc., a Delaware corporation ("LB I Group," and together with Holdings and LBI, the "Reporting Persons") with respect to the common stock, par value $0.001 per share (the "Common Stock"), of Lpath Inc., a Nevada corporation ("Lpath"). Items 3, 4 and 5 of the Original 13D are amended and supplemented as follows: ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION Working capital on hand of LB I Group. ITEM 4. PURPOSE OF TRANSACTION On June 12, 2007, LB I Group purchased additional shares of Common Stock and warrants as set forth in Item 5(c)(i) below in the second and final closing of the private placement financing first disclosed by the Reporting Persons in the Original 13D. Except as otherwise described in the Original 13D, none of the Reporting Persons or the persons listed on Appendix A of the Original 13D have any current plans or proposals which relate to or would result in any of the transactions or changes contemplated in Items 4(a) through 4(j) of Schedule 13D. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) See Items 11 and 13 of the cover page for each Reporting Person. LB I Group is the actual owner of the 8,421,100 shares of Common Stock and 2,947,384 warrants reported herein. The terms of the warrants contain a limitation on acquiring shares of Common Stock if the exercise would result in the holder beneficially owning more than 4.99% of the outstanding Common Stock and are, therefore, as of the date of this Amendment, not exercisable. Under the rules and regulations of the Securities and Exchange Commission, both LBI and Holdings may be deemed to be the beneficial owners of the shares of Common Stock and warrants owned by LB I Group. Jeffrey Ferrell, who is a senior vice president of LBI and of LB I Group and is a director of Lpath, disclaims beneficial ownership of the shares of Common Stock and warrants held by the Reporting Persons. (b) See Items 7 through 10 of the cover page for each Reporting Person. (c) There have been no purchases or sales of Common Stock by the Reporting Persons since April 16, 2007, the date on which the Original 13D was filed, except that: (i) On June 12, 2007, LB I Group purchased 1,473,775 shares of Common Stock in a private placement at a price of $0.95 per share and received warrants to purchase 515,821 shares of Common Stock with an exercise price of $1.05. (d) None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed in Appendix A to the Original 13D knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons, other than customers of a Reporting Person over whose shares a Reporting Person may have investment discretion. (e) Not Applicable. 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: June 14, 2007 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo ------------------------------------ Name: Barrett S. DiPaolo Title: Vice President LEHMAN BROTHERS INC. By: /s/ Barrett S. DiPaolo ------------------------------------ Name: Barrett S. DiPaolo Title: Senior Vice President LB I GROUP INC. By: /s/ Barrett S. DiPaolo ------------------------------------ Name: Barrett S. DiPaolo Title: Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----