0001085146-13-000728.txt : 20130412 0001085146-13-000728.hdr.sgml : 20130412 20130411194946 ACCESSION NUMBER: 0001085146-13-000728 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130412 DATE AS OF CHANGE: 20130411 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AP PHARMA INC /DE/ CENTRAL INDEX KEY: 0000818033 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942875566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39444 FILM NUMBER: 13757277 BUSINESS ADDRESS: STREET 1: 123 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503662626 MAIL ADDRESS: STREET 1: 123 SAGINAW DRIVE STREET 2: 123 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED POLYMER SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPCH, LLLP CENTRAL INDEX KEY: 0001426812 IRS NUMBER: 660668213 STATE OF INCORPORATION: VI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MARKET PLAZA STREET 2: STEUART TOWER, SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-430-4200 MAIL ADDRESS: STREET 1: ONE MARKET PLAZA STREET 2: STEUART TOWER, SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 SC 13G/A 1 appaa1_41113.htm AP PHARMA INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

A. P. Pharma, Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00202J203

(CUSIP Number)

January 01, 2013

(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 Instructions).

CUSIP No.: 00202J203
1 NAME OF REPORTING PERSON
Savitr Capital, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
38,095,238
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
38,095,238
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,095,238
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6% based on the 11/5/12 10Q
12 TYPE OF REPORTING PERSON
IA

CUSIP No.: 00202J203
1 NAME OF REPORTING PERSON
The Moses Trust

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
98-0572835
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
1,904,762
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,904,762
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,904,762
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% based on the 11/5/12 10Q
12 TYPE OF REPORTING PERSON
OO

CUSIP No.: 00202J203
1 NAME OF REPORTING PERSON
Andrew R. Midler

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
38,095,238
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
38,095,238
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,095,238
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6% based on the 11/5/12 10Q
12 TYPE OF REPORTING PERSON
IN

CUSIP No.: 00202J203
1 NAME OF REPORTING PERSON
Standard Pacific Capital Holdings, LLLP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
38,095,238
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
38,095,238
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,095,238
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6% based on the 11/5/12 10Q
12 TYPE OF REPORTING PERSON
PN

CUSIP No.: 00202J203
ITEM 1(a). NAME OF ISSUER:
A. P. Pharma, Inc
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
123 Saginaw Drive,
Redwood City, CA 94063
ITEM 2(a). NAME OF PERSON FILING:
Savitr Capital, LLC
The Moses Trust
Andrew R. Midler
Standard Pacific Capital Holdings, LLLP
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
One Market Plaza,
Steuart Tower, Suite 1400
San Francisco, CA 94105
ITEM 2(c). CITIZENSHIP:
Savitr Capital, LLC - United States
The Moses Trust - United States
Andrew R. Midler - United States
Standard Pacific Capital Holdings, LLLP - United States
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
00202J203
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
(a) [   ]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
(b) [   ]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(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 240.13d-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 associations 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) [   ]  A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k) [   ]  Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
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:
38,095,238
(b) Percent of class:
12.6% based on the 11/5/12 10Q
(c) Number of shares as to which the person has:
(i)   Sole power to vote or to direct the vote:
Savitr Capital, LLC - 0
The Moses Trust - -0-
Andrew R. Midler - -0-
Standard Pacific Capital Holdings, LLLP - -0-
(ii)  Shared power to vote or to direct the vote:
Savitr Capital, LLC - 38,095,238
The Moses Trust - 1,904,762
Andrew R. Midler - 38,095,238
Standard Pacific Capital Holdings, LLLP - 38,095,238
(iii) Sole power to dispose or to direct the disposition of:
Savitr Capital, LLC - 0
The Moses Trust - -0-
Andrew R. Midler - -0-
Standard Pacific Capital Holdings, LLLP - -0-
(iv) Shared power to dispose or to direct the disposition of:
Savitr Capital, LLC - 38,095,238
The Moses Trust - 1,904,762
Andrew R. Midler - 38,095,238
Standard Pacific Capital Holdings, LLLP - 38,095,238
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 [   ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
 
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
 
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
 
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
 
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.

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 11, 2013
Date
Savitr Capital, LLC
/s/ Andrew R. Midler
Managing Partner
Signature
Andrew R. Midler, Managing Partner
Name/Title



April 11, 2013
Date
The Moses Trust
/s/Andrew R. Midler, Trustee
Signature
,
Name/Title



April 11, 2013
Date
Andrew R. Midler
/s/ Andrew R. Midler
Signature
,
Name/Title



April 11, 2013
Date
Standard Pacific Capital Holdings, LLLP
/s/ Andrew R. Midler
General Partner
Signature
,
Name/Title



Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP No.: 00202J203
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to [Common Shares] of [Name of Issuer] and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of April 11, 2013
Savitr Capital, LLC
By: /s/_Andrew R. Midler
Name
Title: Managing Partner


The Moses Trust
By: /s/_Andrew R. Midler
Name
Title: Trustee


Andrew R. Midler
By: /s/_ Andrew R. Midler
Name
Title


Standard Pacific Capital Holdings, LLLP
By: /s/_Andrew R. Midler
Name
Title: General Partner
EX-99 2 jointfilingstatement.htm AP PHARMA INC.

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to Common Shares of A.P. Pharma Inc and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of September 26, 2012.

Standard Pacific Capital Holdings, LLLP

By: /s/_ Name: Andrew R. Midler Title: General Partner

The Moses Trust

By: /s/_ Name: Andrew R. Midler Title: Trustee

Andrew R. Midler

By: /s/_ Name Title