-----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, LrjTwn3T4/+f+Kdx6lAPkeFObNVHUobispstyvrsJiJVrjBI1SKmwwfR7hzrCEAG 6Xrb53gli/3nr+ANx05NkQ== 0000899140-09-000987.txt : 20090522 0000899140-09-000987.hdr.sgml : 20090522 20090520170537 ACCESSION NUMBER: 0000899140-09-000987 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090520 DATE AS OF CHANGE: 20090520 GROUP MEMBERS: ORACLE ASSOCIATES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Transition Therapeutics Inc. CENTRAL INDEX KEY: 0001399250 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83093 FILM NUMBER: 09843279 BUSINESS ADDRESS: STREET 1: 101 COLLEGE STREET STREET 2: SUITE 220 CITY: TORONTO STATE: A6 ZIP: M5G 1L7 BUSINESS PHONE: 416-260-7770 MAIL ADDRESS: STREET 1: 101 COLLEGE STREET STREET 2: SUITE 220 CITY: TORONTO STATE: A6 ZIP: M5G 1L7 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 f4911419a.txt SECOND AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Transition Therapeutics Inc. ---------------------------- (Name of Issuer) Common Shares, no par value --------------------------- (Title of Class of Securities) 893716209 --------- (CUSIP Number) December 31, 2008 ----------------- (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 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. 893716209 13G Page 2 of 8 Pages - ----------------------------- ----------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Larry N. Feinberg - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,337,356 OWNED BY EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,337,356 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,337,356 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - ---------- --------------------------------------------------------------------- - ----------------------------- ----------------- CUSIP No. 893716209 13G Page 3 of 8 Pages - ----------------------------- ----------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oracle Associates, LLC - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,253,678 OWNED BY EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,253,678 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,253,678 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.4% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO - ---------- --------------------------------------------------------------------- This Amendment No. 2 to Schedule 13G (this "Amendment No. 2") is being filed with respect to the Common Shares, no par value ("Common Stock") of Transition Therapeutics Inc., a Canadian corporation (the "Company"), to amend the Schedule 13G filed on August 28, 2007, as previously amended by Amendment No. 1, filed on February 15, 2008 (as so amended, the "Schedule 13G"), in accordance with the annual amendment requirements and to update ownership information not previously reported through filings on Schedule 13G. Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G. Item 2(a): Name of Person Filing: - --------- --------------------- Item 2(a) of the Schedule 13G is hereby amended and restated as follows: This statement is filed by: (i) Oracle Associates, LLC, a Delaware limited liability company ("Oracle Associates"), which serves as the general partner of certain investment funds and/or managed accounts (the "Domestic Funds"), with respect to shares of Common Stock directly owned by the Domestic Funds; and (ii) Mr. Larry N. Feinberg ("Mr. Feinberg"), who (A) serves as the senior managing member of Oracle Associates, (B) is the sole shareholder and president of Oracle Investment Management, Inc., a Delaware corporation, which serves as the investment manager and has investment discretion over the securities held by certain investment funds and/or managed accounts (together with the Domestic Funds, the "Funds"), (C) is the trustee of The Feinberg Family Foundation (the "Foundation"), and (D) is the trustee of certain trusts or the manager of certain trusts where a relative serves as trustee (the "Trusts"). Mr. Feinberg directly owns (individually and as trustee of the Foundation and certain of the Trusts) certain shares of Common Stock and may be deemed to indirectly beneficially own shares of Common Stock, by virtue of the foregoing relationships, directly owned by the Funds and certain of the Trusts. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Item 2(b): Address of Principal Business Office or, if None, Residence: - --------- ----------------------------------------------------------- Item 2(b) of the Schedule 13G is hereby amended and restated as follows: The address of the principal business office of the Reporting Persons is 200 Greenwich Avenue, 3rd Floor, Greenwich, Connecticut 06830. -4- Item 2(c): Citizenship: - --------- ----------- Item 2(c) of the Schedule 13G is hereby amended and restated as follows: Oracle Associates is organized under the laws of the state of Delaware. Mr. Feinberg is a citizen of the United States of America. Item 4: Ownership: - ------ --------- Item 4 of the Schedule 13G is hereby amended and restated as follows: I. Current Ownership. ----------------- The beneficial ownership of Common Stock by the Reporting Persons, as of the date of this Amendment No. 2, is as follows: A. Oracle Associates, LLC ---------------------- (a) Amount beneficially owned: 1,253,678. (b) Percent of class: 5.4%. The percentages used herein and in the rest of this Amendment No. 2 are calculated based upon a total of 23,215,160 shares of Common Stock issued and outstanding as of October 31, 2008, as reported in the Company's Form 6-K filed on November 12, 2008. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 1,253,678 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 1,253,678 B. Larry N. Feinberg ----------------- (a) Amount beneficially owned: 1,337,356. (b) Percent of class: 5.8%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 1,337,356 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 1,337,356 -5- II. December 31, 2008 Ownership. --------------------------- The beneficial ownership of Common Stock by the Reporting Persons, as of December 31, 2008, is as follows: A. Oracle Associates, LLC ---------------------- (a) Amount beneficially owned: 1,147,222. (b) Percent of class: 4.9%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 1,147,222 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 1,147,222 B. Larry N. Feinberg ----------------- (a) Amount beneficially owned: 1,680,578. (b) Percent of class: 7.2%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 11,684 (ii) Shared power to vote or direct the vote: 1,668,894 (iii) Sole power to dispose or direct the disposition: 11,684 (iv) Shared power to dispose or direct the disposition: 1,668,894 Item 10: Certification: - ------- ------------- Each of the Reporting Persons hereby makes the following 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. [THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] -6- 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: May 20, 2009 /s/ Larry N. Feinberg -------------------------------- Larry N. Feinberg ORACLE ASSOCIATES, LLC By: /s/ Larry N. Feinberg ------------------------------ Name: Larry N. Feinberg Title: Senior Managing Member [SIGNATURE PAGE TO AMENDMENT NO. 2 TO SCHEDULE 13G WITH RESPECT TO TRANSITION THERAPEUTICS INC.] EXHIBIT INDEX ------------- Exhibit 99.1: Joint Filing Agreement, by and between Oracle Associates, LLC and Larry N. Feinberg, dated May 20, 2009. EX-99.1 3 f4911419b.txt JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that this Amendment No. 2 to Schedule 13G (as so amended, the "Schedule 13G") with respect to the common stock of Transition Therapeutics Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. Dated: May 20, 2009 /s/ Larry N. Feinberg -------------------------------- Larry N. Feinberg ORACLE ASSOCIATES, LLC By: /s/ Larry N. Feinberg ------------------------------ Name: Larry N. Feinberg Title: Senior Managing Member -----END PRIVACY-ENHANCED MESSAGE-----