-----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, CjGIzmvlKNtP3LB64CEvBDG2C4MyHuFGYdXTpmoD3RXjEgifSZivwYh4WqknWWUG oX3CIlbr3mTRFW+gPIy2Wg== 0000943663-09-000204.txt : 20091027 0000943663-09-000204.hdr.sgml : 20091027 20091027112640 ACCESSION NUMBER: 0000943663-09-000204 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091027 DATE AS OF CHANGE: 20091027 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: 091138431 BUSINESS ADDRESS: STREET 1: 3530 TORINGDON WAY STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 704-341-1516 MAIL ADDRESS: STREET 1: 3530 TORINGDON WAY STREET 2: SUITE 200 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 MAIL ADDRESS: STREET 1: 4673 CHRISTOPHER PLACE CITY: DALLAS STATE: TX ZIP: 75204 SC 13D/A 1 chtpamendmentno7.htm 7TH AMENDMENT TO SCHEDULE 13D

SCHEDULE 13D

 

CUSIP No. 15100K201

 

Page 1of 5 Pages

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

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)

October 20, 2009

______________________________________________________

(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 o.

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).

 


SCHEDULE 13D

 

CUSIP No. 15100K201

 

Page 2 of 5 Pages

 

 

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) o     (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)o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

SOLE VOTING POWER

 

141,047 Shares

 

 

8

SHARED VOTING POWER

 

8,028,754 Shares

 

 

9

SOLE DISPOSITIVE POWER

 

141,047 Shares

 

 

10

SHARED DISPOSITIVE POWER

 

8,028,754 Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,169,801 Shares

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

24.04%

14

TYPE OF REPORTING PERSON

IN

 

 


SCHEDULE 13D

 

CUSIP No. 15100K201

 

Page 3 of 5 Pages

 

 

 

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) o     (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) o

 

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

 

8,028,754 Shares

 

 

9

SOLE DISPOSITIVE POWER

 

Not Applicable

 

 

10

SHARED DISPOSITIVE POWER

 

8,028,754 Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,028,754 Shares

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

23.62%

14

TYPE OF REPORTING PERSON

HC

 

 


SCHEDULE 13D

 

CUSIP No. 15100K201

 

Page 4 of 5 Pages

 

 

ITEM 1.       Security and Issuer

 

This Amendment No. 7 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, Item 4 and Item 5.

 

ITEM 3.

Source and Amount of Funds or Other Consideration

 

Since February 28, 2009, the Reporting Persons have purchased 1,180,247 shares of Common Stock for an aggregate consideration (exclusive of brokers’ commissions) of $4,089,965.05. The shares of Common Stock purchased by the Reporting Persons have been acquired for investment purposes from ECH’s existing funds and from the existing funds of certain family trusts, the Jackson Austin Lowery 2006 Grandchild Gift Trust, the Mary Kathleen Lowery 2006 Grandchild Gift Trust, the Josiah & Valer Austin Family Revocable Trust, and the Austin-Clark Insurance Trust.

 

 

All dollar amounts are in U.S. dollars.

 

ITEM 4.

Purpose of Transaction

 

The acquisitions of common stock to which this statement relates have been made for investment purposes. Austin, as sole Managing Member of ECH, and as Trustee for certain family trusts, is filing this Amendment No. 7 to the Statement on Schedule 13D because he is deemed beneficial owner of more than 20% of the Company's Common Stock. Austin, as sole Managing Member of ECH, will continually evaluate the business, financial conditions, and prospects of the Company, as well as conditions in the economy and the pharmaceutical industry in general, with a view toward determining whether to hold, decrease, exercise, or from time to time add to these investments in common stock. Austin, as sole Managing Member of ECH, and as Trustee for certain family trusts, has no present plans or intent to make proposals which relate to or would result in any action enumerated from subparagraph (b) through subparagraph (j) of Item 4 of Schedule 13D.

 

ITEM 5.

Interest in Securities of the Issuer

 

(a)          Austin is deemed beneficial owner of 8,169,801 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 8,028,754 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 33,436,479 shares of Common Stock outstanding as of August 6, 2009, as reported on the Company’s S-3 filed on August 10, 2009, plus 550,614 shares of Common Stock deemed outstanding assuming the exercise of various warrants, Austin and ECH’s deemed beneficial holdings represent, respectively, 24.04% and 23.62% 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 141,047 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 8,028,754 shares of Common Stock.

 

(c)          No transactions in the Company’s Common Stock have been effected by the Reporting Persons during the last 60 days except the following transactions, which were open market transactions. Where applicable, prices do not include brokerage fees.

 

 


SCHEDULE 13D

 

CUSIP No. 15100K201

 

Page 5 of 5 Pages

 

 

 

Reporting Person

Transaction

Date

Quantity

Price Per Unit

Austin, on behalf of ECH

Purchase

8/31/2009

76,500

$5.2962

Austin, on behalf of ECH

Purchase

9/8/2009

5,900

$5.3079

Austin, on behalf of Josiah & Valer Austin Family Revocable Trust

Purchase

9/24/2009

2,500

$1.73

Austin, on behalf of Josiah & Valer Austin Family Revocable Trust

Purchase

9/25/2009

20,000

$2.7642

Austin, on behalf of ECH

Purchase

9/28/2009

40,000

$2.5687

Austin, on behalf of ECH

Purchase

9/29/2009

50,000

$2.3981

Austin, on behalf of ECH

Purchase

9/30/2009

60,000

$2.4256

Austin, on behalf of ECH

Purchase

10/1/2009

23,500

$3.1038

Austin, on behalf of ECH

Purchase

10/6/2009

29,500

$2.6732

Austin, on behalf of ECH

Purchase

10/7/2009

45,000

$2.8241

Austin, on behalf of ECH

Purchase

10/8/2009

37,000

$2.9529

Austin, on behalf of ECH

Purchase

10/9/2009

20,200

$2.9854

Austin, on behalf of ECH

Purchase

10/12/2009

60,000

$3.0372

Austin, on behalf of Josiah & Valer Austin Family Revocable Trust

Purchase

10/19/2009

17,000

$2.86

Austin, on behalf of ECH

Purchase

10/20/2009

46,900

$2.8833

Austin, on behalf of ECH

Purchase

10/23/2009

60,000

$2.8764

 

 

(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: October 27, 2009

/s/ Josiah T. Austin

 

Josiah T. Austin,

 

Individually and as Sole Managing Member of ECH

 

 

 

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