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

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

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

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	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 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. 641252101
	1.	Names of Reporting Persons Howard D. Palefsky
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization California, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 23,196 shares (2)
			6.		Shared Voting Power 1,933,989 shares of Common Stock (3) 581,396 Warrants to purchase Common Stock (3)
			7.		Sole Dispositive Power 23,196 shares (2)
			8.		Shared Dispositive Power 1,933,989 shares of Common Stock (3) 581,396 Warrants to purchase Common Stock (3)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,957,185 shares of Common Stock 581,396 Warrants to purchase Common Stock
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 7.5% (4)
	12.	Type of Reporting Person (See Instructions) IN

 

(1) This Schedule 13G/A amends the Schedule 13G (the “Original 13G”) that was filed with the Securities and Exchange Commission (the “SEC”) on August 22, 2011 solely to report the inadvertent failure to disclose shares over which Howard D. Palefsky (“Palefsky”) has sole voting power and sole dispositive power.  The Original 13G was filed by Palefsky, Montreux Equity Partners II SBIC L.P., a California limited partnership (“MEP II”), Montreux Equity Partners III SBIC, L.P., a California limited partnership (“MEP III”), Montreux Equity Management II SBIC, LLC, a California limited liability company (“MEM II”), Montreux Equity Management III SBIC, LLC, a California limited liability company (“MEM III”) and Daniel K. Turner III (“Turner” and together with Palefsky, MEP II, MEP III, MEM II, and MEM III, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G/A.

 

(2) Includes (i) 7,732 shares of the Issuer held in the Nicholas Palefsky Trust, (ii) 7,732 shares of the Issuer held in the Jessica Victoria Baxter Trust, and (iii) 7,732 shares of the Issuer held in the Alexis Palefsky Trust.  Palefsky has voting and dispositive power over the shares held in each trust, but has no pecuniary interest in any of the shares held in any of the three trusts.

 

(3) Includes (i) 946,494 shares held by MEP II and 290,698 warrants to purchase shares; and (ii) 987,495 shares held by MEP III and 290,698 warrants to purchase shares.  MEM II serves as the sole general partner of MEP II and owns no securities of the Issuer directly.  Palefsky and Turner are directors and/or members of MEM II and share voting and dispositive power over the shares held by MEP II; however, they disclaim beneficial ownership of the shares held by MEP II except to the extent of their pecuniary interests therein.  MEM III serves as the sole general partners of MEP III and owns no securities of the Issuer directly.  Palefsky and Turner are directors and/or members of MEM III and share voting and dispositive power over the shares held by MEP III; however, they disclaim beneficial ownership of the shares held by MEP III except to extent of their pecuniary interests therein. 

 

(4) Based on 33,333,119 shares of common stock outstanding as of October 31, 2012 (as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2012).   Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the Issuer’s common stock.  Shares of the Issuer’s common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of December 31, 2012 are considered outstanding and beneficially owned by the person holding the options or warrants for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. 

 

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Item 1.
	(a)	Name of Issuer NeurogesX, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 999 Baker Way, Suite 200 San Mateo, California 94404
Item 2.
	(a)	Name of Person Filing Howard D. Palefsky (“Palefsky”)
	(b)	Address of Principal Business Office or, if none, Residence c/o Montreux Equity Partners 3000 Sand Hill Road Building 1, Suite 260 Menlo Park, California 94025
	(c)	Citizenship United States of America
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 641252101
Item 3.	Not applicable.

 

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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:    See row 9 of cover page.
	(b)	Percent of class:    See row 11 of cover page.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote    See row 5 of cover page.
		(ii)	Shared power to vote or to direct the vote     See row 6 of cover page.
		(iii)	Sole power to dispose or to direct the disposition of    See row 7 of cover page.
		(iv)	Shared power to dispose or to direct the disposition of    See row 8 of cover page.
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   o.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8.	Identification and Classification of Members of the Group
Not applicable.
Item 9.	Notice of Dissolution of Group
Not applicable

 

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Item 10.	Certification
Not applicable.

 

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.

 

	MONTREUX Equity Partners II SBIC, L.P.,
	By Montreux Equity Management II SBIC, LLC,
	Its general partner
	By:	/s/ Daniel K. Turner
	Name: Daniel K. Turner
	Title: Managing Member
	MONTREUX Equity MANAGEMENT II SBIC, LLC
	By:	/s/ Daniel K. Turner
	Name: Daniel K. Turner
	Title: Managing Member
	MONTREUX Equity Partners III SBIC, L.P.,
	By Montreux Equity Management III SBIC, LLC,
	Its general partner
	By:	/s/ Daniel K. Turner
	Name: Daniel K. Turner
	Title: Managing Member
	MONTREUX Equity MANAGEMENT III SBIC, LLC
	By:	/s/ Daniel K. Turner
	Name: Daniel K. Turner
	Title: Managing Member
	/s/ Howard D. Palefsky
	HOWARD D. PALEFSKY
	/s/ Daniel K. Turner
	DANIEL K. TURNER III

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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