-----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, An0c53ppaRpKFsDb0rdoh5Fkj74W0sVCH5n1MZqoCBBt10sO+KIkBVr7I9Wt9+HT QLiSZcBhVMEqneDCYmrjQA== 0000921895-11-000151.txt : 20110126 0000921895-11-000151.hdr.sgml : 20110126 20110126161240 ACCESSION NUMBER: 0000921895-11-000151 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110126 DATE AS OF CHANGE: 20110126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Furiex Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001484478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 271197863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85529 FILM NUMBER: 11549579 BUSINESS ADDRESS: STREET 1: 3900 PARAMOUNT PARKWAY STREET 2: SUITE 150 CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-456-7800 MAIL ADDRESS: STREET 1: 3900 PARAMOUNT PARKWAY STREET 2: SUITE 150 CITY: MORRISVILLE STATE: NC ZIP: 27560 FORMER COMPANY: FORMER CONFORMED NAME: PPD Therapeutics, Inc. DATE OF NAME CHANGE: 20100218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINGSTOWN CAPITAL MANAGEMENT L.P. CENTRAL INDEX KEY: 0001458425 IRS NUMBER: 204560625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212)319-1309 MAIL ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 SC 13D/A 1 sc13da207352006_01242011.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da207352006_01242011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

Furiex Pharmaceuticals, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

36106P101
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 24, 2011
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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. 36106P101
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN CAPITAL MANAGEMENT L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, AF
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
 
473,491
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
473,491
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
473,491
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 36106P101
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN MANAGEMENT GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
473,491
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
473,491
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
473,491
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 36106P101
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN PARTNERS MASTER LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
349,750
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
349,750
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
349,750
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
14
TYPE OF REPORTING PERSON
 
CO

 
4

 
CUSIP NO. 36106P101
 
1
NAME OF REPORTING PERSON
 
MICHAEL BLITZER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
473,491
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
473,491
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
473,491
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
IN

 
5

 
CUSIP NO. 36106P101
 
1
NAME OF REPORTING PERSON
 
GUY SHANON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
473,491
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
473,491
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
473,491
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.8%
14
TYPE OF REPORTING PERSON
 
IN

 
6

 
CUSIP NO. 36106P101
 
The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned.  This Amendment No. 2 amends the Schedule 13D as specifically set forth.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 349,750 Shares owned by Master Fund, is approximately $3,368,353, including brokerage commissions.  The aggregate purchase price of the 123,741 Shares beneficially owned by Kingstown Capital is approximately $1,187,853, including brokerage commissions.  The Shares beneficially owned by Kingstown Capital were acquired for the account of Absolute Opportunities Fund, for which Kingstown Capital is a subadviser pursuant to a Subadvisory Agreement, made as of September 30, 2008, between Absolute Investment Advisers LLC and Kingstown Capital.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 9,881,340 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2010, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2010.
 
As of the close of business on January 25, 2011, Master Fund beneficially owned 349,750 Shares, constituting approximately 3.5% of the Shares outstanding.
 
As of the close of business on January 25, 2011, Kingstown Capital beneficially owned 473,491 Shares, constituting approximately 4.8% of the Shares outstanding.  By virtue of its relationship with Master Fund discussed in further detail in Item 2, Kingstown Capital may be deemed to beneficially own the 349,750 Shares beneficially owned by Master Fund in addition to the 123,741 Shares beneficially owned by Kingstown Capital.
 
As of the close of business on January 25, 2011, Kingstown Management beneficially owned 473,491 Shares, constituting approximately 4.8% of the Shares outstanding.  By virtue of its relationship with Master Fund and Kingstown Capital discussed in further detail in Item 2, Kingstown Management may be deemed to beneficially own the Shares beneficially owned in the aggregate by Master Fund and Kingstown Capital.
 
As of the close of business on January 25, 2011, Mr. Blitzer beneficially owned 473,491 Shares, constituting approximately 4.8% of the Shares outstanding.  By virtue of his relationship with Master Fund and Kingstown Capital discussed in further detail in Item 2, Mr. Blitzer may be deemed to beneficially own the Shares owned in the aggregate by Master Fund and Kingstown Capital.
 
As of the close of business on January 25, 2011, Mr. Shanon beneficially owned 473,491 Shares, constituting approximately 4.8% of the Shares outstanding. By virtue of his relationship with Master Fund and Kingstown Capital discussed in further detail in Item 2, Mr. Shanon may be deemed to beneficially own the Shares owned in the aggregate by Master Fund and Kingstown Capital.
 
To the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule A to the Schedule 13D and incorporated by reference herein, who are not also Reporting Persons, beneficially owns any securities of the Issuer.
 
 
7

 
CUSIP NO. 36106P101
 
(b)           Each of Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by Master Fund by virtue of their respective positions as described in Item 2.
 
Each of Kingstown Management, Mr. Blitzer and Mr. Shanon is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by Kingstown Capital by virtue of their respective positions as described in Item 2.
 
(c)           Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
 
(d)           Absolute Opportunities Fund and Absolute Investment Advisers LLC, the investment adviser for Absolute Opportunities Fund, may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported as beneficially owned by Kingstown Capital.
 
(e)           As of January 24, 2011, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
 
 
8

 
CUSIP NO. 36106P101
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date:  January 26, 2011
KINGSTOWN CAPITAL MANAGEMENT L.P.
   
   
 
By:
Kingstown Management GP LLC
   
its general partner
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN MANAGEMENT GP LLC
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN PARTNERS MASTER LTD.
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Director



 
/s/ Michael Blitzer
 
MICHAEL BLITZER


 
/s/ Guy Shanon
 
GUY SHANON

 
9

 
CUSIP NO. 36106P101
 
SCHEDULE B
 
Transactions in the Shares by the Reporting Persons During the Past 60 Days
 
Date of
Purchase / Sale
Shares of Common Stock
Purchased / (Sold)
Price Per
Share ($)


KINGSTOWN PARTNERS MASTER LTD.

01/24/2011
(125,000)
 
16.8786


KINGSTOWN CAPITAL MANAGEMENT L.P.

01/24/2011
(50,000)
 
16.8786
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