0001144204-09-004964.txt : 20090203 0001144204-09-004964.hdr.sgml : 20090203 20090203165136 ACCESSION NUMBER: 0001144204-09-004964 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090203 DATE AS OF CHANGE: 20090203 GROUP MEMBERS: HORIZON BIOMEDICAL VENTURES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cougar Biotechnology, Inc. CENTRAL INDEX KEY: 0001335102 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81112 FILM NUMBER: 09565538 BUSINESS ADDRESS: STREET 1: 10990 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310 943 8040 MAIL ADDRESS: STREET 1: 10990 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90024 FORMER COMPANY: FORMER CONFORMED NAME: SRKP 4 INC DATE OF NAME CHANGE: 20050803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSENWALD LINDSAY A MD CENTRAL INDEX KEY: 0000941841 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324366 MAIL ADDRESS: STREET 1: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: ROSENWALD LINDSAY MD DATE OF NAME CHANGE: 19950316 SC 13D/A 1 v138616_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13D-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PUSUANT TO

RULE 13d-2(a)

(Amendment No. 3)

COUGAR BIOTECHNOLOGY, INC.

____________________________________________________________

(Name of Issuer)

Common Stock, $.001 par value

____________________________________________________________

(Title of Class of Securities)

222083 10 7

___________________________________________

(CUSIP Number)

Lindsay A. Rosenwald, M.D. &

Horizon BioMedical Ventures, LLC

787 Seventh Avenue, 48th Floor

New York, NY 10019

(212) 554-4300

____________________________________________________________

(Name, Address and Telephone Number of Person

Authorized To Receive Notices and Communications)

December 31, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See Rule §240.13d-7 for other parties to whom copies are to be sent.

(continued on following pages)

__________________________________________

1 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).

Page 1

CUSIP No. 222083 10 7

SCHEDULE 13D


1.	NAME OF REPORTING PERSON.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	Lindsay A. Rosenwald, M.D.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(A) o
	(B) x

3.	SEC USE ONLY


4.	SOURCE OF FUNDS*
	OO (shares held by the Reporting Persons prior to the Company's merger); PF (exercise of options)

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o


6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA

NUMBER OF		7.	SOLE VOTING POWER
			3,460,442
SHARES BENE
FICIALLY OWNED		8.	SHARED VOTING POWER
			0
BY EACH
REPORTING		9.	SOLE DISPOSITIVE POWER
			3,460,442
PERSON WITH
		10.	SHARED DISPOSITIVE POWER
			0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,460,442


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	16.5%

14.	TYPE OF REPORTING PERSON
	IN

Page 2

CUSIP No. 222083 10 7

SCHEDULE 13D


1.	NAME OF REPORTING PERSON.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	Horizon BioMedical Ventures, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(A) o
	(B) x

3.	SEC USE ONLY


4.	SOURCE OF FUNDS*
	OO (shares held by the Reporting Persons prior to the Company's merger)

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o


6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF		7.	SOLE VOTING POWER
			3,184,903
SHARES BENE
FICIALLY OWNED		8.	SHARED VOTING POWER
			0
BY EACH
REPORTING		9.	SOLE DISPOSITIVE POWER
			3,184,903
PERSON WITH
		10.	SHARED DISPOSITIVE POWER
			0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,184,903

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	15.4%

14.	TYPE OF REPORTING PERSON
	OO (Limited Liability Company)

Page 3

ITEM 1. SECURITY AND ISSUER

This statement relates to the common stock, $.0001 par value per share (the “Common Stock”), of Cougar Biotechnology, Inc., a Delaware corporation ("Cougar" or the "Company"). The address of the Company's principal executive offices is 10990 Wilshire Blvd., Suite 1200, Los Angeles, CA 90024.

ITEM 2. IDENTITY AND BACKGROUND

(a) This Schedule 13D is being filed by Lindsay A. Rosenwald, M.D. and Horizon BioMedical Ventures, LLC ("Horizon," and collectively with Dr. Rosenwald, the "Reporting Persons").

(b) The principal business address for Dr. Rosenwald and Horizon is 787 Seventh Avenue, 48th Floor, New York, NY 10019.

(c) Dr. Rosenwald is an investment banker and venture capitalist for Paramount BioCapital, Inc. and certain affiliates (including Horizon), each located at 787 Seventh Avenue, 48th Floor, New York, NY 10019. Horizon is an investment fund focused on therapeutic biotechnology companies.

(d), (e) During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Dr. Rosenwald is a citizen of the United States. Horizon is a Delaware limited liability company.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Pursuant to an Agreement and Plan of Merger dated February 27, 2006, by and among SRKP 4, Inc. ("SRKP"), SRKP Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("MergerCo"), and Cougar, MergerCo merged with and into Cougar, with Cougar remaining as the surviving entity and a wholly owned operating subsidiary of SRKP. The Merger was effective as of April 3, 2006, upon the filing of a certificate of merger with the Delaware Secretary of State.

The Reporting Persons held shares of Cougar Common Stock and warrants to purchase Cougar Common Stock which were cancelled and the Reporting Persons received similar securities of the Issuer.

On July 31, 2007, Dr. Rosenwald exercised 10,000 vested options to purchase Common Stock that were granted to him on June 28, 2006. The options had an exercise price of $4.50 per share, and Dr. Rosenwald paid $45,000 in the aggregate to exercise such options.

Page 4

ITEM 4. PURPOSE OF TRANSACTION

The shares of the Issuer subject to this Statement are held by the Reporting Persons solely for investment purposes.

Although the Reporting Persons have not formulated any other definitive plan, they may from time to time acquire, or dispose of, common stock and/or other securities of the Company if and when they deem it appropriate. The Reporting Persons may formulate other purposes, plans or proposals relating to any of such securities of the Company to the extent deemed advisable in light of market conditions, investment policies and other factors. Except as indicated in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would

result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER

(a) and (b)

Horizon beneficially owns 3,184,903 shares of Common Stock. Dr. Rosenwald beneficially owns 3,460,442 shares of Common Stock, consisting of the 3,184,903 shares held by Horizon, 10,000 shares of Common Stock held by Dr. Rosenwald, and currently exercisable warrants held by Dr. Rosenwald to purchase 265,539 shares of Common Stock.

According to information provided by the Company, as of November 10, 2008, there are 20,732,975 shares of Common Stock outstanding. Accordingly, based upon this information, Horizon is the beneficial owner of 15.4% of the outstanding shares of Common Stock and Dr. Rosenwald is the beneficial owner of 16.5% of the outstanding shares of Common Stock.

(d) Not applicable.

(e)	Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER

None

ITEM 7. EXHIBITS.

Exhibit 99.1 Agreement to Jointly File Schedule 13D

Page 5

SIGNATURE

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: February 3, 2009		/s/ Lindsay A. Rosenwald, M.D.
		Lindsay A. Rosenwald, M.D.


		Horizon BioMedical Ventures, LLC


		/s/ Lindsay A. Rosenwald, M.D.
		Lindsay A. Rosenwald, M.D.,
		Managing Member

Page 6

EX-99.1 2 v138616_ex99-1.htm

Exhibit 99.1

AGREEMENT

TO JOINTLY FILE SCHEDULE 13D

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Cougar Biotechnology, Inc. and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned.


Dated: February 3, 2009		/s/ Lindsay A. Rosenwald, M.D.
		Lindsay A. Rosenwald, M.D.


	Horizon BioMedical Ventures, LLC


	by:	/s/ Lindsay A. Rosenwald, M.D.
		Lindsay A. Rosenwald, M.D.,
		Managing Member