-----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, EQPo0JpdZbK2Ro2byTYqoW/gQWAobm1ILcaQK0h5NECLf4m/w302LyillJcPf32x x/BGSCzmePCHOZ+ck2ii/A== 0001072613-09-000686.txt : 20090409 0001072613-09-000686.hdr.sgml : 20090409 20090409100247 ACCESSION NUMBER: 0001072613-09-000686 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090409 DATE AS OF CHANGE: 20090409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BMP Sunstone CORP CENTRAL INDEX KEY: 0001281696 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 200434726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81506 FILM NUMBER: 09741368 BUSINESS ADDRESS: STREET 1: 600 W. GERMANTOWN PIKE STREET 2: SUITE 400 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 610-940-1675 MAIL ADDRESS: STREET 1: 600 W. GERMANTOWN PIKE STREET 2: SUITE 400 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 FORMER COMPANY: FORMER CONFORMED NAME: BEIJING MED PHARM CORP DATE OF NAME CHANGE: 20040225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASHFORD CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000897070 IRS NUMBER: 510243208 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 WALKER'S MILL ROAD STREET 2: P.O. BOX 4172 CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3026551750 MAIL ADDRESS: STREET 1: 1 WALKER'S MILL ROAD STREET 2: P.O. BOX 4172 CITY: WILMINGTON STATE: DE ZIP: 19807 SC 13G/A 1 sch13g_ashford-16401.htm ASHFORD CAPITAL - 13G (BMP SUNSTONE CORP) Unassociated Document


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 

 
 
 
BMP Sunstone Corp.
(Name of Issuer)


Common Stock, $0.001 Par Value Per Share**
(Title of Class of Securities)


          05569C105         
(CUSIP Number)
 
 
                        March 17, 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:
 
 
 
 
 

*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.
 
**As some of the securities beneficially owned by the Reporting Person reflects warrants and Notes convertible into shares of common stock of the Issuer, the figures in this statement are reflected on an “as-converted” basis.
 
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.   05569C105
 
Schedule 13G
Page 2 of 5 Pages  
 
1
  NAMES OF REPORTING PERSON:
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
 
  Ashford Capital Management, Inc.
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
 
6
  SHARED VOTING POWER
 
  0 shares
7
  SOLE DISPOSITIVE POWER
 
8
  SHARED DISPOSITIVE POWER
 
  0 shares
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       o
 
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
  12.9%**
12
  TYPE OF REPORTING PERSON
 
  IA
 

*Includes warrants exercisable into 82,960 shares of common stock of the Issuer and Notes convertible into a maximum of 3,500,000 shares of common stock of the Issuer using the lowest possible conversion price under the adjustable formula.

**As some of the securities beneficially owned by the Reporting Person reflects warrants of the Issuer and Notes convertible into shares of common stock of the Issuer, the figures in this statement are reflected on an “as-converted” basis.
 
 

 
 
  CUSIP No.   05569C105
 
Schedule 13G
Page 3 of 5 Pages  
 
 
Item 1.
 
 
(a)
Name of Issuer:
 
 
BMP Sunstone Corp.

(b)          Address of Issuer’s Principal Executive Offices:
 
600 W. Germantown Pike, Suite 400, Plymouth Meeting, Pennsylvania 19462

Item 2.
 
(a)           Name of Person Filing:
 
Ashford Capital Management, Inc.
 
(b)          Address of Principal Business Office or, if none, Residence:
 
P.O. Box 4172, Wilmington, DE  19807
 
 
(c)
Citizenship:  A Delaware Corporation
 
 
(d)
Title of Class of Securities:      Common Stock, $0.001 Par Value Per Share**
 
(e)           CUSIP Number:                          05569C105
 
 
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
 
(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)
x
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 association as defined in section 3(b) of the Federal Deposit Insurance Act
 
(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
 
(j)
o
Group, in accordance with §240.13d-1(b)-1(ii)(J)

 
Item 4.                   Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount Beneficially Owned:
5,798,919 shares*
 
 
(b)
Percent of Class:
12.90%**
                           
 
The foregoing percentage is calculated based on 44,947,494 shares of common stock reported to be outstanding as of March 17, 2009 in the Issuer’s Annual Report filed on Form 10-K (based on 41,364,534 shares of common stock of the Issuer outstanding as of March 17, 2009 and assumes the conversion of warrants convertible into 82,960 shares of common stock of the Issuer and the conversion of Notes convertible into a maximum of 3,500,000 shares of common stock of the Issuer using the lowest possible conversion price under the adjustable formula).
 
 

 
 
  CUSIP No.   05569C105
 
Schedule 13G
Page 4 of 5 Pages  
 
 
 
 
(c)
Number of shares as to which such person has:
 
 
(i) 
 Sole power to vote or to direct the vote:                             5,798,919 shares*
 
(ii) 
 Shared power to vote or to direct the vote:                         0 shares
 
(iii) 
 Sole power to dispose or to direct the disposition of:       5,798,919 shares*
 
(iv) 
 Shared power to dispose or to direct the disposition of:   0 shares

 
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 o.        N/A

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

The shares reported by the Reporting Person, a registered investment advisor, are held in separate individual client accounts, two separate limited partnerships and six commingled funds.
 
 
Item7. 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

 
Item 8.                   Identification and Classification of Members of the Group

N/A

 
Item 9.                   Notice of Dissolution of Group

N/A

 
Item 10.                 Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.


 

*Includes warrants exercisable into 82,960 shares of common stock of the Issuer and Notes convertible into a maximum of 3,500,000 shares of common stock of the Issuer using the lowest possible conversion price under the adjustable formula.

**As some of the securities beneficially owned by the Reporting Person reflects warrants of the Issuer and Notes convertible into shares of common stock of the Issuer, the figures in this statement are reflected on an “as-converted” basis.
 
 

 
 
  CUSIP No.   05569C105
 
Schedule 13G
Page 5 of 5 Pages  
 
 
 
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:           April 9, 2009

 
 
 
 
 
 
ASHFORD CAPITAL MANAGEMENT, INC.
 
 

By:     /s/ Anthony Petrucci                                                   
           Anthony M. Petrucci
            Chief Financial Officer and Chief Compliance Officer


 
 
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