0001013594-12-000115.txt : 20120214 0001013594-12-000115.hdr.sgml : 20120214 20120214135300 ACCESSION NUMBER: 0001013594-12-000115 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICINOVA INC CENTRAL INDEX KEY: 0001226616 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330927979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81409 FILM NUMBER: 12607425 BUSINESS ADDRESS: STREET 1: 4350 LA JOLLA VILLAGE DRIVE STREET 2: SUITE 950 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 858-373-1500 MAIL ADDRESS: STREET 1: 4350 LA JOLLA VILLAGE DRIVE STREET 2: SUITE 950 CITY: SAN DIEGO STATE: CA ZIP: 92122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGAME ASSET MANAGEMENT, LLC CENTRAL INDEX KEY: 0001353743 IRS NUMBER: 300164384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 MARKET STREET, SPEAR STREET TOWER STREET 2: SUITE 3750 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-835-3850 MAIL ADDRESS: STREET 1: 1 MARKET STREET, SPEAR STREET TOWER STREET 2: SUITE 3750 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: Burlingame Asset Management, LLC DATE OF NAME CHANGE: 20060217 SC 13G/A 1 medicinova13ga-021412.htm FEBRUARY 14, 2012 medicinova13ga-021412.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(RULE 13d - 102)

Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)

(AMENDMENT NO.3)*

Medicinova, Inc. (f/k/a Avigen, Inc.)
(Name of Issuer)

Common Stock, par value $.001
(Title of Class of Securities)

58468P206
(CUSIP Number)

December 31, 2011
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:

[ ]        Rule 13d-1(b)
[x]        Rule 13d-1(c)
[ ]        Rule 13d-1(d)


*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).

(Continued on the Following Pages)

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Burlingame Equity Investors, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
0
   
6.
SHARED VOTING POWER
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
0
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
0.0%
   
12.
TYPE OF REPORTING PERSON*
   
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Burlingame Equity Investors II, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
0
   
6.
SHARED VOTING POWER
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
0
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
0.0%
   
12.
TYPE OF REPORTING PERSON*
   
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Burlingame Special Opportunities III, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
0
   
6.
SHARED VOTING POWER
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
0
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
0.0%
   
12.
TYPE OF REPORTING PERSON*
   
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Burlingame Equity Investors (Offshore) Ltd.
   
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
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
0
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
0.0%
   
12.
TYPE OF REPORTING PERSON*
   
 
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Burlingame Asset 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
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
0
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
0.0%
   
12.
TYPE OF REPORTING PERSON*
   
 
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Blair E. Sanford
   
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
   
 
0
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
0
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
0.0%
   
12.
TYPE OF REPORTING PERSON*
   
 
IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 
 

This Amendment is filed with respect to the shares of the common stock (the "Common Stock") of Medicinova, Inc. (f/k/a Avigen, Inc.) ("Issuer"), beneficially owned by  the Reporting Persons (as defined below) as of December 31, 2011 and amends and supplements the Schedule 13G filed on July 27, 2009, as previously amended (collectively, the "Schedule 13G").  Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):

-  
Burlingame Equity Investors, LP ("Onshore Fund").

-  
Burlingame Equity Investors II, LP ("Onshore Fund II").

-  
Burlingame Special Opportunities III, LP (the "BSO III Fund").

-  
Burlingame Equity Investors (Offshore) Ltd. ("Offshore Fund").

-  
Burlingame Asset Management, LLC ("BAM").

-  
Blair E. Sanford ("Mr. Sanford").

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:

None of the Reporting Persons beneficially own any shares of Common Stock.

                (b)  
Percent of Class:

Not applicable.

(c)           Number of shares as to which such person has:

(i)  
           Sole power to vote or to direct the vote

Not applicable.

(ii)  
           Shared power to vote or to direct the vote of shares of Common Stock:

Not applicable.

(iii)  
           Sole power to dispose or to direct the disposition of shares of Common Stock:

Not applicable.

(iv)  
          Shared power to dispose or to direct the disposition of shares of Common Stock:

Not applicable.



 
 
 

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

ITEM 10.        CERTIFICATION.

By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above 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.

 
 
 

                                                                                                                                                   SIGNATURE

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

Dated:  February 6, 2012

BURLINGAME EQUITY INVESTORS, LP
By:  Burlingame Asset Management, LLC, as General Partner


By:  /s/ Blair E. Sanford
                            Blair E. Sanford, Managing Member

 
BURLINGAME EQUITY INVESTORS II, LP
By: Burlingame Asset Management, LLC, as General Partner


By:  /s/ Blair E. Sanford
                            Blair E. Sanford, Managing Member

 
BURLINGAME SPECIAL OPPORTUNITIES III, LP
By: Burlingame Asset Management, LLC, as General Partner


By:  /s/ Blair E. Sanford
                            Blair E. Sanford, Managing Member

 
BURLINGAME EQUITY INVESTORS (OFFSHORE) LTD.


By:  /s/ Blair E. Sanford
             Blair E. Sanford, Director

 
BURLINGAME ASSET MANAGEMENT, LLC


By:  /s/ Blair E. Sanford
             Blair E. Sanford, Managing Member
 

/s/ Blair E. Sanford
     Blair E. Sanford