Schedule 13G

-----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, VqF2H9wHrEGG4LHLk45xI1uabylrDshJ06/WwEdyoJedkph73Wfn/pENoceEgnU6 Xm6/6xfiwn9xP8LCpa9gjQ== 0001193125-08-092252.txt : 20080428 0001193125-08-092252.hdr.sgml : 20080428 20080428102613 ACCESSION NUMBER: 0001193125-08-092252 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080428 DATE AS OF CHANGE: 20080428 GROUP MEMBERS: DR. BERNARD COUPAL GROUP MEMBERS: GESTION T2C2/BIO INC. GROUP MEMBERS: GESTION T2C2/BIO, S.E.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Targanta Therapeutics Corp. CENTRAL INDEX KEY: 0001398161 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203971077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83189 FILM NUMBER: 08779634 BUSINESS ADDRESS: STREET 1: 222 THIRD AVENUE STREET 2: SUITE 2300 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: (617) 557-9020 MAIL ADDRESS: STREET 1: 222 THIRD AVENUE STREET 2: SUITE 2300 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: T2C2/Bio 2000, societe en commandite CENTRAL INDEX KEY: 0001433466 IRS NUMBER: 980578109 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1550 METCALFE STREET STREET 2: SUITE 502 CITY: MONTREAL STATE: A8 ZIP: H3A 1X6 BUSINESS PHONE: (514) 842-9849 MAIL ADDRESS: STREET 1: 1550 METCALFE STREET STREET 2: SUITE 502 CITY: MONTREAL STATE: A8 ZIP: H3A 1X6 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

Targanta Therapeutics Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

87612C100

(CUSIP Number)

December 31, 2007

(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)

¨ Rule 13d-1(c)

x 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).


CUSIP No. 87612C100		13G		Page 2 of 10 Pages


1.		NAME OF REPORTING PERSON T²C²/Bio 2000, société en commandite
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x(1)
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Québec


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER 0 shares
		6. SHARED VOTING POWER 1,051,954 shares (2)
		7. SOLE DISPOSITIVE POWER 0 shares
		8. SHARED DISPOSITIVE POWER 1,051,954 shares (2)


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,051,954 shares (2)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% (3)
12.	TYPE OF REPORTING PERSON PN

(1)	This Schedule 13G is filed by T²C²/Bio 2000, société en commandite, Gestion T² C²/Bio, s.e.c., Gestion T²C²/Bio Inc. and Dr. Bernard Coupal (collectively, the “T²C² Parties”). The T² C² Parties expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of 1,014,557 shares of Common Stock and warrants exercisable within sixty days to purchase 37,397 shares of Common Stock held by T²C²/Bio 2000, société en commandite. Dr. Bernard Coupal is the President of Gestion T²C² /Bio Inc., the general manager of Gestion T²C² /Bio, s.e.c., which is the general partner of T²C²/Bio 2000, société en commandite, and as such may be deemed to hold voting and dispositive power with respect to all shares of Common Stock held by T²C²/Bio 2000, société en commandite. Dr. Coupal disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any.

(3)

This percentage is calculated based upon 20,969,257 shares of the Issuer’s common stock outstanding (as of December 31, 2007), as set forth in the Issuer’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 27, 2008, plus 37,397 shares of common stock issuable under a fully exercisable warrant owned by T²C²/Bio 2000, société en commandite.


CUSIP No. 87612C100		13G		Page 3 of 10 Pages


1.		NAME OF REPORTING PERSON Gestion T²C²/Bio, s.e.c.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x(1)
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Québec


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER 0 shares
		6. SHARED VOTING POWER 1,051,954 shares (2)
		7. SOLE DISPOSITIVE POWER 0 shares
		8. SHARED DISPOSITIVE POWER 1,051,954 shares (2)


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,051,954 shares (2)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% (3)
12.	TYPE OF REPORTING PERSON PN

(1)	This Schedule 13G is filed by the T²C² Parties. The T²C² Parties expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)


CUSIP No. 87612C100		13G		Page 4 of 10 Pages


1.		NAME OF REPORTING PERSON Gestion T²C²/Bio Inc.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x(1)
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Québec


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER 0 shares
		6. SHARED VOTING POWER 1,051,954 shares (2)
		7. SOLE DISPOSITIVE POWER 0 shares
		8. SHARED DISPOSITIVE POWER 1,051,954 shares (2)


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,051,954 shares (2)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% (3)
12.	TYPE OF REPORTING PERSON CO

(1)	This Schedule 13G is filed by the T²C² Parties. The T²C² Parties expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)


CUSIP No. 87612C100		13G		Page 5 of 10 Pages


1.		NAME OF REPORTING PERSON Dr. Bernard Coupal
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x(1)
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER 0 shares
		6. SHARED VOTING POWER 1,051,954 shares (2)
		7. SOLE DISPOSITIVE POWER 0 shares
		8. SHARED DISPOSITIVE POWER 1,051,954 shares (2)


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,051,954 shares (2)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% (3)
12.	TYPE OF REPORTING PERSON IN

(1)	This Schedule 13G is filed by the T²C² Parties. The T²C² Parties expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)


CUSIP No. 87612C100		13G		Page 6 of 10 Pages

Item 1

(a).

Name of Issuer

The name of the issuer to which this filing on Schedule 13G relates is Targanta Therapeutics Corporation (the “Company”).

Item 1

(b).

Address of Issuer’s Principal Executive Offices

The principal executive offices of the Company are located at 222 Third Street, Suite 2300, Cambridge, Massachusetts 02142.

Item 2

(a).

Name of Person Filing

T²C²/Bio 2000, société en commandite

Gestion T²C²/Bio, s.e.c.

Gestion T²C² /Bio Inc.

Dr. Bernard Coupal

Item 2

(b).

Address of Principal Business Office or, if none, Residence

The principal business address of each of the T²C² Parties is 1550 Metcalfe Street, Suite 502, Montreal, Québec, Canada H3A 1X6.

Item 2

(c).

Citizenship

Each of T²C²/Bio 2000, société en commandite, Gestion T²C²/Bio, s.e.c. and Gestion T²C²/Bio Inc. is organized under the laws of Québec. Dr. Coupal is a citizen of Canada.

Item 2

(d).

Title of Class of Securities

The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock, par value $0.0001 (“Common Stock”).

Item 2

(e).

CUSIP Number

The CUSIP number of the Company’s Common Stock is 87612C100.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with §13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to §240.13d-1(c), check this box.


CUSIP No. 87612C100		13G		Page 7 of 10 Pages


Item 4.	Ownership

Item 4	(a).	Amount beneficially owned

Item 4	(b).	Percent of Class

Item 4	(c).	Number of shares as to which such person has:

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

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

		(iii)	sole power to dispose or to direct the disposition of:

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



T²C² Party	Shares Held Directly	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Beneficial Ownership	Percentage of Class
T²C²/Bio 2000, société en commandite	1,051,954	0	1,051,954	0	1,051,954	1,051,954	5.0	%
Gestion T²C²/Bio, s.e.c.	0	0	1,051,954	0	1,051,954	1,051,954	5.0	%
Gestion T²C²/Bio Inc.	0	0	1,051,954	0	1,051,954	1,051,954	5.0	%
Dr. Bernard Coupal	0	0	1,051,954	0	1,051,954	1,051,954	5.0	%



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.

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

		Not Applicable.


CUSIP No. 87612C100		13G		Page 8 of 10 Pages

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.


April 28, 2008	T²C²/BIO 2000, SOCIÉTÉ EN COMMANDITE
	By:	Gestion T²C²/Bio, s.e.c., its General Partner
		By: Gestion T²C²/Bio, Inc., its General Partner

	By:	/s/ Bernard Coupal
	Name:	Dr. Bernard Coupal
	Title:	President

April 28, 2008	GESTION T²C²/BIO, S.E.C.
	By:	Gestion T²C²/Bio, Inc., its General Partner

	By:	/s/ Bernard Coupal
	Name:	Dr. Bernard Coupal
	Title:	President

April 28, 2008	GESTION T²C²/BIO, INC.

	By:	/s/ Bernard Coupal
	Name:	Dr. Bernard Coupal
	Title:	President

April 28, 2008	/s/ Bernard Coupal
	Dr. Bernard Coupal


CUSIP No. 87612C100		13G		Page 9 of 10 Pages

EXHIBIT INDEX


Exhibit No.
99.1		Agreement pursuant to 13d-1(k)(1) among T²C²/Bio 2000, société en commandite, Gestion T²C²/Bio, s.e.c., Gestion T²C²/Bio Inc. and Dr. Bernard Coupal.


CUSIP No. 87612C100		13G		Page 10 of 10 Pages

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.


April 28, 2008	T²C²/BIO 2000, SOCIÉTÉ EN COMMANDITE
	By:	Gestion T²C²/Bio, s.e.c., its General Partner
		By: Gestion T²C²/Bio, Inc., its General Partner

	By:	/s/ Bernard Coupal
	Name:	Dr. Bernard Coupal
	Title:	President

April 28, 2008	GESTION T²C²/BIO, S.E.C.
	By:	Gestion T²C²/Bio, Inc., its General Partner

	By:	/s/ Bernard Coupal
	Name:	Dr. Bernard Coupal
	Title:	President

April 28, 2008	GESTION T²C²/BIO, INC.

	By:	/s/ Bernard Coupal
	Name:	Dr. Bernard Coupal
	Title:	President

April 28, 2008	/s/ Bernard Coupal
	Dr. Bernard Coupal

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