Schedule 13G Amendement No. 4

-----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, LcvJt3qp8UbN+2QbKM8B/jxk33YEgo8IJaIEQRpx3xJsgyL7MTwSOnNOynbUi55b ApteMb2QINS302+hc3Tezw== 0001193125-11-025886.txt : 20110207 0001193125-11-025886.hdr.sgml : 20110207 20110207164726 ACCESSION NUMBER: 0001193125-11-025886 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110207 DATE AS OF CHANGE: 20110207 GROUP MEMBERS: ABINGWORTH MANAGEMENT LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALIPER LIFE SCIENCES INC CENTRAL INDEX KEY: 0001014672 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 330675808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58047 FILM NUMBER: 11579191 BUSINESS ADDRESS: STREET 1: 68 ELM STREET STREET 2: . CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 508-435-9500 MAIL ADDRESS: STREET 1: 68 ELM STREET STREET 2: . CITY: HOPKINTON STATE: MA ZIP: 01748 FORMER COMPANY: FORMER CONFORMED NAME: CALIPER TECHNOLOGIES CORP DATE OF NAME CHANGE: 19990921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abingworth LLP CENTRAL INDEX KEY: 0001397144 IRS NUMBER: 980518585 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN BUSINESS PHONE: 44 (0)20 7534 1500 MAIL ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDEMENT NO. 4 Schedule 13G Amendement No. 4


CUSIP No. 130872104		13G		Page 1 of 8

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

RULE 13d-2(b)

(Amendment No. 4 )*

Caliper Life Sciences, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

130872104

(CUSIP Number)

December 31, 2010

(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 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. 130872104		13G		Page 2 of 8


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abingworth Management Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,147,473
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,147,473
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,147,473
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 130872104		13G		Page 3 of 8


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abingworth LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,147,473
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,147,473
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,147,473
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 130872104		13G		Page 4 of 8

Item 1

(a).

Name of Issuer:

Caliper Life Sciences, Inc. (the “Issuer”).

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

68 Elm Street, Hopkinton, Massachusetts 01748.

Item 2

(a).

Name of Persons Filing:

Abingworth Management Limited (“Abingworth Management”) and Abingworth LLP. The foregoing individuals are each a “Reporting Person” and collectively referred to as the “Reporting Persons.”

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

The business address for each Reporting Person is Princes House, 38 Jermyn Street, London, England SW1Y 6DN.

Item 2

(c).

Citizenship:

Abingworth Management is a corporation organized under the laws of England. Abingworth LLP is a limited liability partnership organized under the laws of England.

Item 2

(d).

Title of Class of Securities:

Common Stock, $0.001 par value per share.

Item 2

(e).

CUSIP Number:

130872104

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:

Not applicable.

Item 4.

Ownership.

(a)

Amount Beneficially Owned:

Abingworth Management is the manager of Abingworth Bioventures III A LP (“ABV III A”), Abingworth Bioventures III B LP (“ABV III B”), Abingworth Bioventures III C LP (“ABV III C”) and Abingworth Bioventures III Executives LP (“ABV III Execs”, and together with ABV III A, ABV III B, and ABV III C, collectively, the “ABV III Funds”).

As of December 31, 2010, ABV III A is the record owner of 747,982 shares of Common Stock; ABV III B is the record owner of 456,596 shares of Common Stock; ABV III C is the record owner of 273,505 shares of Common Stock; and ABV III Execs is the record owner of 11,920 shares of Common Stock.

In addition, ABV III A is the record owner of warrants exercisable for 396,430 shares of Common Stock; ABV III B is the record owner of warrants, exercisable for 241,995 shares of Common Stock; ABV III C is the record owner of warrants exercisable for 144,957 shares of Common Stock; and ABV III Execs is the record owner of warrants exercisable for 6,316 shares of Common Stock. All of the warrants held by the ABV III Funds are immediately exercisable.

As the manager of each of the ABV III Funds, Abingworth Management may be deemed to beneficially own 2,279,701 shares of Common Stock, which represents the shares of Common Stock and the warrants exercisable for shares of Common Stock held by the ABV III Funds.


CUSIP No. 130872104		13G		Page 5 of 8



		Abingworth LLP is the manager of Abingworth Bioequities Master Fund LTD (“ABE”), and Abingworth Bioventures V LP (“ABV V”).

		As of December 31, 2010, ABV V is the record owner of 627,501 shares of Common Stock.

		In addition, ABE is the record owner of warrants exercisable for 240,271 shares of Common Stock. All of the warrants held by the ABE are immediately exercisable.

		As the manager of each of ABE and ABV V, Abingworth LLP may be deemed to beneficially own 867,772 shares of Common Stock, which represents the shares of Common Stock and the warrants exercisable for shares of Common Stock held by ABE and ABV V.

		As investment decisions for the investment funds managed by Abingworth Management (the ABV III Funds) and Abingworth LLP (ABV V and ABE) are made by investment committees comprised of substantially the same individuals, each of Abingworth Management and Abingworth LLP may be deemed to beneficially own 3,147,473 shares of Common Stock, which represents the shares of Common Stock and warrants held by the ABV III Funds, ABV V and ABE.

	(b)	Percent of Class:

		Abingworth Management and Abingworth LLP may each be deemed to beneficially own 6.1% of the outstanding Common Stock of the Issuer.

		The foregoing percentages are calculated based on the 50,285,209 shares of Common Stock reported to be outstanding as of October 31, 2010 in the Issuer’s Form 10-Q filed with the Securities Exchange Commission on November 5, 2010.

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

		(i)	sole power to vote or to direct the vote:

			see line 5 of cover sheets.

		(ii)	shared power to vote or to direct the vote:

			see line 6 of cover sheets.

		(iii)	sole power to dispose or to direct the disposition: see line 7 of cover sheets.

			see line 7 of cover sheets.

		(iv)	shared power to dispose or to direct the disposition:

			see line 8 of cover sheets.

	Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.

Item 5.	Ownership of Five Percent or Less of a Class.

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.


CUSIP No. 130872104		13G		Page 6 of 8



Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

		Not applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not applicable.

Item 9.		Notice of Dissolution of Group.

		Not applicable.

Item 10.		Certification.

		By signing below I certify that, to the best of my 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.


CUSIP No. 130872104		13G		Page 7 of 8

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.

Date: February 7, 2011


ABINGWORTH MANAGEMENT LIMITED

By:	/s/ James Abell
	Name:	James Abell
	Title:	Executive Director

ABINGWORTH LLP

By:	/s/ James Abell
	Name:	James Abell
	Title:	Executive Director


CUSIP No. 130872104		13G		Page 8 of 8

Exhibit 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Caliper Life Sciences, Inc.

Date: February 7, 2011


ABINGWORTH MANAGEMENT LIMITED

By:	/s/ James Abell
	Name:	James Abell
	Title:	Executive Director

ABINGWORTH LLP

By:	/s/ James Abell
	Name:	James Abell
	Title:	Executive Director

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