-----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, PIUze6fn4629V/8zUNKqvfO0GJJjU0cYZGQRRecWgp+BF9PmQOoacLtUdLbIoTN3 ++bEDE9xumrx/7sVwgqbnw== 0000929638-08-000495.txt : 20080829 0000929638-08-000495.hdr.sgml : 20080829 20080829162526 ACCESSION NUMBER: 0000929638-08-000495 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080829 DATE AS OF CHANGE: 20080829 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CPEX Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001418919 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 261172076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84092 FILM NUMBER: 081049469 BUSINESS ADDRESS: STREET 1: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 BUSINESS PHONE: (603) 658-6100 MAIL ADDRESS: STREET 1: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Camber Capital Management LLC CENTRAL INDEX KEY: 0001444043 IRS NUMBER: 421693587 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 575 BOYLSTON STREET STREET 2: 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-733-1877 MAIL ADDRESS: STREET 1: 575 BOYLSTON STREET STREET 2: 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 camber13g_82008.htm SCHEDULE 13G - CPEX PHARMACEUTICALS, INC.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)

 

CPEX PHARMACEUTICALS, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

12620N104

 

(CUSIP Number)

 

August 21, 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:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

CUSIP No. 12620N104

13G

Page 2 of 10

 

 

1

Names of Reporting Persons.

Camber Capital Management LLC

I.R.S. Identification Nos. of above persons (entities only)

42-1693587

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)         o

 

(b)         x

3

SEC Use Only

4

Citizenship or Place of Organization.

Camber Capital Management LLC - Massachusetts

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

Camber Capital Management LLC - 0 shares

6  Shared Voting Power

Camber Capital Management LLC - 120,486 shares (131,486shares as of the date of filing)

Refer to Item 4 below.

7  Sole Dispositive Power

Camber Capital Management LLC - 0 shares

8  Shared Dispositive Power

Camber Capital Management LLC – 120,486 shares (131,486shares as of the date of filing)

Refer to Item 4 below.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

Camber Capital Management LLC – 120,486 shares (131,486shares as of the date of filing)

Refer to Item 4 below.

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

Not applicable.

 

11

Percent of Class Represented by Amount in Row (9)

Camber Capital Management LLC – 5.11% (5.58% as of the date of filing)

Refer to Item 4 below.

 

12

Type of Reporting Person (See Instructions)

Camber Capital Management LLC - OO (Limited Liability Company)

 

 

 

 

CUSIP NO.

12620N104

 

 

 

1

Names of Reporting Persons.

Stephen DuBois

I.R.S. Identification Nos. of above persons (entities only)

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)         o

 

(b)         x

3

SEC Use Only

4

Citizenship or Place of Organization.

Stephen DuBois – United States

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

Stephen DuBois- 0 shares

6  Shared Voting Power

Stephen DuBois– 120,486 shares (131,486shares as of the date of filing)

Refer to Item 4 below.

7  Sole Dispositive Power

Stephen DuBois - 0 shares

8  Shared Dispositive Power

Stephen DuBois – 120,486 shares (131,486shares as of the date of filing)

Refer to Item 4 below.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

Stephen DuBois – 120,486 shares (131,486shares as of the date of filing)

Refer to Item 4 below.

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

Not applicable.

 

11

Percent of Class Represented by Amount in Row (9)

Stephen DuBois – 5.11% (5.58% as of the date of filing)

Refer to Item 4 below.

 

12

Type of Reporting Person (See Instructions)

Stephen DuBois- IN

 

 

CUSIP NO.

12620N104

 

 

Item 1.

(a)

Name of Issuer

 

CPEX Pharmaceuticals, Inc.

(b)

Address of Issuer’s Principal Executive Offices

 

2 Holland Way, Exeter, New Hampshire 03833

 

Item 2.

(a)

Name of Person Filing

 

Camber Capital Management LLC

(b)

Address of Principal Business Office or, if none, Residence

 

Camber Capital Management LLC

Stephen DuBois

575 Boylston Street, 4th Floor

Boston, MA 02116

(c)

Citizenship

 

Camber Capital Management LLC - Massachusetts

Stephen DuBois - United States

(d)

Title of Class of Securities

 

Common Stock, par value $0.01 per share

(e)

CUSIP Number

 

12620N104

 

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:

(a)

o

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

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act

(d)

o

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

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

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

(g)

o

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

(h)

o

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

 

 

CUSIP NO.

12620N104

 

 

 

(i)

o

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)

o

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

 

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 **

 

Camber Capital Management LLC – 120,486 shares (131,486shares as of the date of filing)

Stephen DuBois – 120,486 shares (131,486shares as of the date of filing)

(b)

Percent of Class**

 

Camber Capital Management LLC – 5.11% (5.58% as of the date of filing)

Stephen DuBois – 5.11% (5.58% as of the date of filing)

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote **

 

 

Camber Capital Management LLC - 0 shares

Stephen DuBois - 0 shares

 

(ii)

shared power to vote or to direct the vote**

 

 

Camber Capital Management LLC – 120,486 shares (131,486shares as of the date of filing)

Stephen DuBois – 120,486 shares (131,486shares as of the date of filing)

 

(iii)

Sole power to dispose or to direct the disposition of**

 

 

Camber Capital Management LLC - 0 shares

Stephen DuBois - 0 shares

 

(iv)

shared power to dispose or to direct the disposition of**

 

 

Camber Capital Management LLC – 120,486 shares (131,486shares as of the date of filing)

Stephen DuBois – 120,486 shares (131,486shares as of the date of filing)

 

** Shares reported herein for Camber Capital Management LLC (the “CCM LLC”) represent shares beneficially owned by a private investment fund and two managed accounts for which CCM LLC serves as investment manager. Shares reported herein for Mr. DuBois represent shares beneficially owned by the same private investment fund and two managed accounts for which CCM LLC serves as investment manager. Mr. DuBois serves as the managing member of CCM LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

 

CUSIP NO.

12620N104

 

 

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.

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

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.

12620N104

 

 

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:

August 29, 2008

 

CAMBER CAPITAL MANAGEMENT LLC

 

By:

/s/ Brian Foley

 

 

Brian Foley

 

 

Chief Financial Officer

 

 

STEPHEN DUBOIS

 

 

/s/ Stephen DuBois

 

 

Stephen Dubois, individually

 

 

 

Exhibit 1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of August 29, 2008, is by and between Camber Capital Management LLC and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of Common Stock, par value $0.01 per share, of CPEX Pharmaceuticals, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

 

Executed and delivered as of the date first above written.

 

CAMBER CAPITAL MANAGEMENT LLC

 

By:

/s/ Brian Foley

 

 

Brian Foley

 

 

Chief Financial Officer

 

 

STEPHEN DUBOIS

 

 

/s/ Stephen DuBois

 

 

Stephen Dubois, individually

 

 

 

 

 

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