-----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, J9O424RfVd/ovajmybw7iU9ARCDITs6dHOpSZ2MmVTje+rtXQ6vOBzRefXGI/KDR zni8HK9gxvoQO0u3EoA7cQ== 0000943663-07-000369.txt : 20070709 0000943663-07-000369.hdr.sgml : 20070709 20070709170001 ACCESSION NUMBER: 0000943663-07-000369 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070709 DATE AS OF CHANGE: 20070709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Chelsea Therapeutics International, Ltd. CENTRAL INDEX KEY: 0001333763 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 203174202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81457 FILM NUMBER: 07969962 BUSINESS ADDRESS: STREET 1: 13950 BALLANTYNE CORPORATE PLACE STREET 2: UNIT 325 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 704-341-1516 MAIL ADDRESS: STREET 1: 13950 BALLANTYNE CORPORATE PLACE STREET 2: UNIT 325 CITY: CHARLOTTE STATE: NC ZIP: 28277 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AUSTIN JOSIAH T CENTRAL INDEX KEY: 0000932267 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: EL CORANADO RANCH STREET 2: STAR ROUTE BOX 395 CITY: PEARCE STATE: AZ ZIP: 85625 BUSINESS PHONE: 214-520-1684 MAIL ADDRESS: STREET 1: 4673 CHRISTOPHER PLACE CITY: DALLAS STATE: TX ZIP: 75204 SC 13D/A 1 thirdamendmentto13d.htm AMENDMENT NO 3 TO SCHEDULE 13D UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

CHELSEA THERAPEUTICS INTERNATIONAL, LTD.

____________________________________________________________________________________

(Name of Issuer)

 

 

Common Stock, $.0001 par value

____________________________________________________________________________________

(Title of Class of Securities)

 

 

15100K201

_______________________________________________________

(CUSIP Number)

 

 

David J. Harris, Esq., 1775 Eye Street, N.W. Washington, D.C. 20006 (202) 261-3385

____________________________________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

June 26, 2007

______________________________________________________

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

 

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).


1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Josiah T. Austin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

73,336 Shares

8

SHARED VOTING POWER

4,119,832 Shares

9

SOLE DISPOSITIVE POWER

73,336 Shares

10

SHARED DISPOSITIVE POWER

4,119,832 Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,119,832 Shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES) [ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.96%

14

TYPE OF REPORTING PERSON

IN


1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

El Coronado Holdings, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X]

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Arizona

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

Not Applicable

8

SHARED VOTING POWER

4,046,496 Shares

9

SOLE DISPOSITIVE POWER

Not Applicable

10

SHARED DISPOSITIVE POWER

4,046,496 Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,046,496 Shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.64%

14

TYPE OF REPORTING PERSON

HC


Item 1. Security and Issuer

This Amendment No. 3 to the Statement on Schedule 13D heretofore filed on October 20, 2006 is filed with respect to the common stock, $0.0001 par value ("Common Stock"), of Chelsea Therapeutics International, Ltd. (the "Company"). The address of the Company is 13950 Ballantyne Corporate Place, Suite 325, Charlotte, North Carolina 28277. The Statement is being filed on behalf of Josiah T. Austin, a United States Citizen, and El Coronado Holdings, L.L.C. ("ECH"), an Arizona limited liability company whose principal place of business is 4673 Christopher Place, Dallas, Texas 75204 (collectively, the "Reporting Persons") to reflect the following amendments to Item 3 and Item 5.

Item 3. Source and Amount of Funds or Other Consideration

Acting on behalf of ECH, Austin purchased from May 25, 2007 to July 2, 2007 a total of 703,457 shares of Common Stock in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $4,026,301. The primary source of funds for these purchases was existing funds of ECH.

All dollar amounts are in U.S. dollars.

Item 5. Interest in Securities of the Issuer

(a)

Austin is deemed beneficial owner of 4,119,832 shares of Common Stock (which number includes 550,614 shares of Common Stock that may be acquired through the exercise of various warrants) in his capacity as Trustee for certain family trusts and as sole Managing Member of ECH. ECH is deemed beneficial owner of 4,046,496 shares of Common Stock (which number includes 550,614 shares of Common Stock that may be acquired through the exercise of various warrants). Based on the 22,387,006 shares of Common Stock outstanding as of May 8, 2007, as reported on the Company's 10-Q filed on May 9, 2007, plus 550,614 shares of Common Stock deemed outstanding assuming the exercise of various warrants, Austin and ECH's deemed beneficial holdings represent, respectively, 17.96% and 17.64% of the Company's Common Stock.

   

(b)

As Trustee of the Trusts, Austin has the sole power to vote or to dispose or direct the disposition of 73,336 shares of Common Stock. As sole Managing Member of ECH, Austin shares with ECH the power to vote or dispose or to direct the disposition of 4,046,496 shares of Common Stock.

   

(c)

Since May 25, 2007, ECH purchased an aggregate of 703,457 shares of the Company's Common Stock in the following transactions, each of which was made in a broker's transaction in the open market. Where applicable, prices do not include brokerage fees.

   

Transaction

Date

Quantity

Price Per Unit

Purchase

5/25/2007

9,825

$5.292

Purchase

5/29/2007

10,000

$5.38

Purchase

5/30/2007

17,500

$5.1859

Purchase

5/31/2007

19,830

$5.1774

Purchase

6/1/2007

8,700

$5.2499

Purchase

6/4/2007

14,640

$5.2655

Purchase

6/5/2007

10,000

$5.2862

Purchase

6/6/2007

500

$5.08

Purchase

6/7/2007

2,584

$5.2368

Purchase

6/8/2007

4,181

$5.27

Purchase

6/12/2007

8,000

$5.2067

Purchase

6/13/2007

3,716

$5.2227

Purchase

6/14/2007

8,781

$5.2

Purchase

6/15/2007

10,200

$5.429887

Purchase

6/26/2007

500,000

$5.75

Purchase

7/2/2007

7,500

$6.35

   

(d)

No person other than the Reporting Persons has any right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.

   

(e)

Not Applicable.


SIGNATURE

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

Date: July 9, 2007

/s/ Josiah T. Austin
 

Josiah T. Austin,

Individually and as Sole Managing Member of ECH

 

 

 

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