Schedule 13D

-----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, WSIustpnkvob8AsYT0xLaKCFyzEnWlI4YrWPDgqmxDzcIUatGUzn57bGio9oDbUv NRO40fuFZyzrbfsnFPBuFw== 0001193125-07-222902.txt : 20071022 0001193125-07-222902.hdr.sgml : 20071022 20071022164300 ACCESSION NUMBER: 0001193125-07-222902 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071022 DATE AS OF CHANGE: 20071022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAP Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001401923 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 200507047 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83210 FILM NUMBER: 071183505 BUSINESS ADDRESS: STREET 1: 2400 BAYSHORE PARKWAY, SUITE 200 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-386-3100 MAIL ADDRESS: STREET 1: 2400 BAYSHORE PARKWAY, SUITE 200 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKSIDE CAPITAL PARTNERS FUND LP CENTRAL INDEX KEY: 0001028348 IRS NUMBER: 043313066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: 617-516-2000 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MAP Pharmaceuticals, Inc.

Common Stock, par value $0.01 per share

(Title of Class of Securities)

56509R108

(CUSIP Number)

Sean Doherty, General Counsel

111 Huntington Avenue

Boston, Massachusetts 02199

(617) 516-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 11, 2007

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 6 Pages)


CUSIP No. 56509R108		13D		Page 2 of 6 Pages


1.	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Brookside Capital Partners Fund, L.P. EIN No.: 04-3313066
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 2,999,526 shares of Common Stock
		8. SHARED VOTING POWER 0 (see Item 5)
		9. SOLE DISPOSITIVE POWER 2,999,526 shares of Common Stock
		10. SHARED DISPOSITIVE POWER 0 (see Item 5)


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,999,526 shares of Common Stock (see Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.89%
14.	TYPE OF REPORTING PERSON PN

Item 1.

Security and Issuer

This Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the “Common Stock”) of MAP Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2400 Bayshore Parkway, Suite 200, Mountain View, CA 94043.

Item 2.

Identity and Background

(a)

This Statement is being filed on behalf of Brookside Capital Partners Fund, L.P., a Delaware limited partnership (the “Brookside Fund”). Brookside Capital Investors, L.P., a Delaware limited partnership (“Brookside Investors”) is the sole general partner of the Brookside Fund. Brookside Capital Management, LLC, a Delaware limited liability company (“Brookside Management”), is the sole general partner of Brookside Investors. Mr. Domenic J. Ferrante is the sole managing member of Brookside Management.

(b)

The principal business address of each of the Brookside Fund, Brookside Investors, Brookside Management and Mr. Ferrante is c/o Brookside Capital, LLC, 111 Huntington Avenue, Boston, MA 02199.

(c)

The principal business of the Brookside Fund is that of an investment partnership.

(d)

None of the Brookside Fund, Brookside Investors, Brookside Management or Mr. Ferrante, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Brookside Fund, Brookside Investors, Brookside Management or Mr. Ferrante, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Each of Brookside Fund, Brookside Investors and Brookside Management was organized under the laws of the State of Delaware. Mr. Ferrante is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

The source of funds for the purchases of the Issuer’s securities was the working capital of the Brookside Fund.

The consideration for the purchase of the Common Stock (as described under Item 4 below) by the Brookside Fund was $7,200,000 (less fees and expenses).

The Brookside Fund did not borrow any funds to effectuate the transaction whereby the Brookside Fund received securities which are the subject of this filing on Schedule 13D. The Brookside Fund used its own working capital to make the purchase described herein.

Item 4.

Purpose of Transaction

On October 5, 2007 (the “Pricing Date”), the Brookside Fund agreed to purchase 600,000 shares of Common Stock from the Issuer for the consideration described in Item 3 above (the “Purchase”) and in conjunction with the closing of the Issuer’s initial public offering (“Offering”) on October 11, 2007 (the “Closing Date”) as described below, the Brookside Fund received an additional 2,399,526 shares of Common Stock upon the conversion of certain of its preferred stock into Common Stock.

Prior to the Offering, the Brookside Fund was the beneficial owner of 1,984,127 shares of Series C Convertible Preferred Stock and 2,060,969 shares of Series D Convertible Preferred Stock. Following a 1-for-1.77 reverse stock split of all outstanding shares of Series C Convertible Preferred Stock and Series D Preferred Stock effective upon the Closing Date of the Offering, all shares of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock held by the Brookside Fund converted on a one-for-one basis into shares of the Issuer’s Common Stock (the “Conversion”). Not including the shares of Common Stock purchased in the Offering, the total number of shares of Common Stock held by the Brookside Fund (including a 114,162 Common Stock share dividend (the “Stock Dividend”) distributed pursuant to a cumulative stock dividend accumulated through September 14, 2007, at which time further accumulation ended, to holders of the Issuer’s preferred stock on the Closing Date of the Offering) was 2,399,526 shares of Common Stock. Following the Purchase, the Brookside Fund became the beneficial owner of 2,999,526 shares of Common Stock of the Issuer.

The Purchase, Conversion and Stock Dividend occurred pursuant to and on the terms and conditions set forth in (a) the Third Amended & Restated Registration Rights Agreement (the “Registration Rights Agreement”), dated March 21, 2007, by and among the Brookside Fund, the Issuer, and the stockholders listed therein, (b) the Seventh Amended and Restated Certificate of Incorporation of the Issuer (the “Certificate of Incorporation”), and (c) the Company’s Prospectus filed pursuant to Rule 424(b)(4) on October 5, 2007 with the Securities and Exchange Commission (the “Prospectus”). The Registration Rights Agreement is attached as Exhibit 4.2 to the Form S-1 Registration Statement filed by the Issuer on June 18, 2007 with the Securities and Exchange Commission. The Certificate of Incorporation is attached as Exhibit 3.5 to the Form S-1/A Registration Statement filed by the Issuer on September 20, 2007 with the Securities and Exchange Commission.

The purpose of Purchase described above is for investment purposes and the Purchase was made in the ordinary course of business and was not made for the purpose of acquiring control of the Issuer.

Although the Brookside Fund has no specific plan or proposal to acquire or dispose of the shares of Common Stock, consistent with its investment purpose, the Brookside Fund, at any time, and from time to time, may acquire additional shares of Common Stock or dispose of any or all of its shares of Common Stock depending upon an ongoing evaluation of the investment in the shares of Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Brookside Fund, and/or other investment considerations. However, due to certain provisions of the Registration Rights Agreement, the Certificate of Incorporation and the Prospectus, the Brookside Fund is prohibited from selling shares of Common Stock for a 180-day period commencing on October 5, 2007.

Except to the extent the foregoing may be deemed a plan or proposal, the Brookside Fund has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Brookside Fund may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.

Item 5.

Interest in Securities of the Company

(a)–(c)

The information contained on the cover pages to this Schedule 13D is hereby incorporated herein by reference. The following disclosure assumes that there are 20,149,234 shares of Common Stock issued and outstanding as of October 11, 2007, based on representations made in the Company’s Form 8-K on October 9, 2007 and the Company’s Prospectus filed pursuant to Rule 424(b)(4) on October 5, 2007 with the Securities and Exchange Commission.

As of the Closing Date and taking into account the transactions described in Item 4, the Brookside Fund beneficially owns and has sole power to vote and sole power of disposition over 2,999,526 shares of Common Stock of the Issuer representing approximately 14.89% of the shares of Common Stock outstanding.

Brookside Investors, as the sole general partner of the Brookside Fund, may be deemed to share voting and dispositive power with respect to 2,999,526 shares of Common Stock currently held by the Brookside Fund, representing approximately 14.89% of the shares of Common Stock outstanding. The filing of this Statement shall not be construed as an admission that Brookside Investors is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by the Brookside Fund.

Brookside Management as the sole general partner of Brookside Investors, may be deemed to share voting and dispositive power with respect to 2,999,526 shares of Common Stock currently held by the Brookside Fund, representing approximately 14.89% of the shares of Common Stock outstanding. The filing of this Statement shall not be construed as an admission that Brookside Management is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by the Brookside Fund.

Mr. Ferrante may be deemed to share voting and dispositive power with respect to 2,999,526 shares of Common Stock currently held by the Brookside Fund in his capacity as the sole managing member of Brookside Management, representing approximately 14.89% of the shares of Common Stock outstanding. The filing of this Statement shall not be construed as an admission that Mr. Ferrante is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by the Brookside Fund.

(d)

Except as otherwise described in Item 5, no one other than the Brookside Fund has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Brookside Fund as described in Item 5.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated by reference in Items 4 and 5 is hereby incorporated herein by reference. The Brookside Fund is not a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except, as disclosed in Items 4 and 5 above.

Item 7.

Material to be Filed as Exhibits

Not applicable.

SIGNATURES

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

Dated: October 22, 2007


BROOKSIDE CAPITAL PARTNERS FUND, L.P.

By:		/s/ Matthew V. McPherron
Name:		Matthew V. McPherron
Title:		Managing Director

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