-----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, PFLvql7qyEiMV9PO+lFW8BOib30RUM6dIgQO9REtSasWb5igc4NHtfRp4q2WVx8Z NCr8ZBxlRKKkui69R7ozhw== 0000902664-11-000299.txt : 20110210 0000902664-11-000299.hdr.sgml : 20110210 20110210172836 ACCESSION NUMBER: 0000902664-11-000299 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERENIUM CORP CENTRAL INDEX KEY: 0001049210 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 223297375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60329 FILM NUMBER: 11593819 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 674 5300 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSA CORP DATE OF NAME CHANGE: 19991201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highbridge International LLC CENTRAL INDEX KEY: 0001308315 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-945-1400 MAIL ADDRESS: STREET 1: P.O. BOX 30554 STREET 2: SEVEN MILE BEACH CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G/A 1 p11-0260sc13ga.htm VERENIUM CORPORATION p11-0260sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A*
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)*
 
Verenium Corporation
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
92340P209
(CUSIP Number)
 
December 31, 2010
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 7 Pages)

______________________________
*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.  92340P209
 
13G/A
Page 2 of 7 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge International LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
Warrants to purchase 310,980 shares of Common Stock
Warrants to purchase 133,333 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
Warrants to purchase 310,980 shares of Common Stock
Warrants to purchase 133,333 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to purchase 310,980 shares of Common Stock
Warrants to purchase 133,333 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.41%
12
TYPE OF REPORTING PERSON**
OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  92340P209
 
13G/A
Page 3 of 7 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
Warrants to purchase 310,980 shares of Common Stock
Warrants to purchase 133,333 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
Warrants to purchase 310,980 shares of Common Stock
Warrants to purchase 133,333 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to purchase 310,980 shares of Common Stock
Warrants to purchase 133,333 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.41%
12
TYPE OF REPORTING PERSON**
OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 


 
 
 
CUSIP No.  92340P209
 
13G/A
Page 4 of 7 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Glenn Dubin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
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
Warrants to purchase 310,980 shares of Common Stock
Warrants to purchase 133,333 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
Warrants to purchase 310,980 shares of Common Stock
Warrants to purchase 133,333 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to purchase 310,980 shares of Common Stock
Warrants to purchase 133,333 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.41%
12
TYPE OF REPORTING PERSON**
IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.
 
13G/A
Page 5 of 7 Pages


This Amendment No. 3 (this "Amendment") amends the statement on Schedule 13G filed on March 10, 2008 (the "Original Schedule 13G"), as amended by Amendment No. 1, filed on February 10, 2009, and as further amended by Amendment No. 2 filed on February 10, 2010, (the Original Schedule 13G as amended, the "Schedule 13G") with respect to shares of common stock, par value $0.001 per share (the "Common Stock") of Verenium Corporation, a Delaware corporation (the "Company").  Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 4 and 5 in their entirety as set forth below.

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:  As of the date hereof, (i) Highbridge International LLC beneficially owns Warrants to purchase 310,980 shares of Common Stock and Warrants to purchase 133,333 shares of Common Stock (collectively, the “Reported Warrants”) and (ii) each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed the beneficial owner of the Reported Warrants beneficially owned by Highbridge International LLC.
         
       
Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC.  Glenn Dubin is the Chief Executive Officer of Highbridge Capital Management, LLC.  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of Highbridge Capital Management, LLC and Glenn Dubin disclaims beneficial ownership of shares of Common Stock held by Highbridge International LLC.
         
     
(b)
Percent of class:  The percentages used herein and in the rest of this Amendment are calculated based upon 12,602,368 shares of Common Stock issued and outstanding as of November 5, 2010, as represented in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, filed with the Securities and Exchange Commission on November 9, 2010.  Therefore, based on the Company's outstanding shares of Common Stock and the Common Stock issuable upon the exercise of the Reported Warrants, as of the date hereof, each of Highbridge International LLC, Highbridge Capital Management, LLC and Glenn Dubin may be deemed to beneficially own 3.41% of the outstanding shares of Common Stock.  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to bene ficial ownership of shares of Common Stock owned by another Reporting Person.
         
     
(c)
Number of shares as to which such person has:
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  See Item 4(a)
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  See Item 4(a)


 
 
 
CUSIP No.
 
13G/A
Page 6 of 7 Pages



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: [X]


 
 
 
CUSIP No.
 
13G/A
Page 7 of 7 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  February 10, 2011
 
HIGHBRIDGE CAPITAL MANAGEMENT, LLC     HIGHBRIDGE INTERNATIONAL LLC  
         
         
         
         
By:  /s/ John Oliva
    
By:  /s/ John Oliva
  
Name:  John Oliva
    
Name:  John Oliva
  
Title:  Managing Director
    
Title:  Managing Director
  
         
         
         
         
 /s/ Glenn Dubin        
 GLENN DUBIN        
 


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