0001104659-12-010151.txt : 20120215 0001104659-12-010151.hdr.sgml : 20120215 20120215160852 ACCESSION NUMBER: 0001104659-12-010151 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120215 DATE AS OF CHANGE: 20120215 GROUP MEMBERS: HBM BIOCAPITAL (USD) L.P. GROUP MEMBERS: HBM BIOCAPITAL LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Anthera Pharmaceuticals Inc CENTRAL INDEX KEY: 0001316175 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201852016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85368 FILM NUMBER: 12616134 BUSINESS ADDRESS: STREET 1: 25801 INDUSTRIAL BOULEVARD, SUITE B CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: (510) 856-5600 MAIL ADDRESS: STREET 1: 25801 INDUSTRIAL BOULEVARD, SUITE B CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBM BioCapital (EUR) L.P. CENTRAL INDEX KEY: 0001486962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: CENTENNIAL TOWERS, THIRD FLOOR STREET 2: 2454 WEST BAY ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-001 BUSINESS PHONE: 1-345-946-8002 MAIL ADDRESS: STREET 1: CENTENNIAL TOWERS, THIRD FLOOR STREET 2: 2454 WEST BAY ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-001 SC 13G/A 1 a12-5164_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Anthera Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

03674U102

(CUSIP Number)

December 31, 2011

(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)

 

*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. 03674U102

13 G

 

 

 

1

Names of Reporting Persons.
HBM BioCapital (EUR) L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares of Common Stock

 

6

Shared Voting Power
1,351,346 shares Common Stock (2)

 

7

Sole Dispositive Power
0 shares of Common Stock

 

8

Shared Dispositive Power
1,351,346 shares Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,351,346 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
3.3%(3)

 

 

12

Type of Reporting Person*
PN

 

(1)

This Schedule 13G is filed by HBM BioCapital (EUR) L.P., a Cayman Islands limited partnership (“BioCapital EUR”), HBM BioCapital (USD) L.P., a Cayman Islands limited partnership (“ BioCapital USD”) and HBM BioCapital Ltd., a Cayman Islands limited company (“BioCapital Ltd.,” together with BioCapital EUR and BioCapital USD, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 1,307,840 shares of Common Stock held by BioCaptial EUR and 139,263 shares of Common Stock issuable upon exercise of warrants and (ii) 230,793 shares of Common Stock and 24,575 shares of Common Stock issuable upon exercise of warrants held by BioCapital USD. BioCapital Ltd. serves as the sole general partner of both BioCapital EUR and BioCapital USD and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of February 15, 2012.

(3)

This percentage is calculated based upon the 40,907,945 shares of Common Stock outstanding as of October 31, 2011, as set forth on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2011.

 

2


 

CUSIP No. 03674U102

13 G

 

 

 

1

Names of Reporting Persons.
HBM BioCapital (USD) L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares of Common Stock

 

6

Shared Voting Power
1,351,346 shares Common Stock (2)

 

7

Sole Dispositive Power
0 shares of Common Stock

 

8

Shared Dispositive Power
1,351,346 shares Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,351,346 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
3.3% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)

This Schedule 13G is filed by HBM BioCapital (EUR) L.P., a Cayman Islands limited partnership (“BioCapital EUR”), HBM BioCapital (USD) L.P., a Cayman Islands limited partnership (“ BioCapital USD”) and HBM BioCapital Ltd., a Cayman Islands limited company (“BioCapital Ltd.,” together with BioCapital EUR and BioCapital USD, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 1,307,840 shares of Common Stock held by BioCaptial EUR and 139,263 shares of Common Stock issuable upon exercise of warrants and (ii) 230,793 shares of Common Stock and 24,575 shares of Common Stock issuable upon exercise of warrants held by BioCapital USD. BioCapital Ltd. serves as the sole general partner of both BioCapital EUR and BioCapital USD and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of February 15, 2012.

(3)

This percentage is calculated based upon the 40,907,945 shares of Common Stock outstanding as of October 31, 2011, as set forth on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2011.

 

3


 

CUSIP No. 03674U102

13 G

 

 

 

1

Names of Reporting Persons.
HBM BioCapital Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares of Common Stock

 

6

Shared Voting Power
1,351,346 shares Common Stock (2)

 

7

Sole Dispositive Power
0 shares of Common Stock

 

8

Shared Dispositive Power
1,351,346 shares Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,351,346 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
3.3% (3)

 

 

12

Type of Reporting Person*
CO

 

(1)

This Schedule 13G is filed by HBM BioCapital (EUR) L.P., a Cayman Islands limited partnership (“BioCapital EUR”), HBM BioCapital (USD) L.P., a Cayman Islands limited partnership (“ BioCapital USD”) and HBM BioCapital Ltd., a Cayman Islands limited company (“BioCapital Ltd.,” together with BioCapital EUR and BioCapital USD, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 1,307,840 shares of Common Stock held by BioCaptial EUR and 139,263 shares of Common Stock issuable upon exercise of warrants and (ii) 230,793 shares of Common Stock and 24,575 shares of Common Stock issuable upon exercise of warrants held by BioCapital USD. BioCapital Ltd. serves as the sole general partner of both BioCapital EUR and BioCapital USD and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of February 15, 2012.

(3)

This percentage is calculated based upon the 40,907,945 shares of Common Stock outstanding as of October 31, 2011, as set forth on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2011.

 

4


 

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Anthera Pharmaceuticals, Inc. (the “Issuer”).

 

Item 1

 

(a)

Name of Issuer:
Anthera Pharmaceuticals, Inc.

 

 

Address of Issuer’s Principal Executive Offices:
25801 Industrial Boulevard, Suite B

Hayward, California 94545

 

Item 2

 

(a)

Name of Person(s) Filing:

HBM BioCapital (EUR) L.P.

HBM BioCapital (USD) L.P.

HBM BioCapital Ltd.

 

(b)

Address of Principal Business Office:
c/o HBM BioCapital Ltd.

Centennial Towers, 3rd Floor

2454 West Bay Road

Grand Cayman, Cayman Islands

 

(c)

Citizenship:

 

 

HBM BioCapital (EUR) L.P.

-

Cayman Islands, British West Indies

 

 

 

HBM BioCapital (USD) L.P.

-

Cayman Islands, British West Indies

 

 

 

HBM BioCapital Ltd.

-

Cayman Islands, British West Indies

 

 

 

 

(d)

Title of Class of Securities:
Common Stock, par value $0.001 per share.

 

(e)

CUSIP Number:
03674U102

 

Item 3

Not applicable.

 

Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of February 15, 2012:

 

Reporting Persons

 

Shares
Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power (1)

 

Beneficial
Ownership
(1)

 

Percentage
of Class
(1,2)

 

HBM BioCapital (EUR) L.P.

 

1,307,840

 

0

 

1,351,346

 

0

 

1,351,346

 

1,351,346

 

3.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HBM BioCapital (USD) L.P

 

230,793

 

0

 

1,351,346

 

0

 

1,351,346

 

1,351,346

 

3.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HBM BioCapital Ltd. (3)

 

0

 

0

 

1,351,346

 

0

 

1,351,346

 

1,351,346

 

3.3

%

 

(1)

Represents the number of shares of Common Stock currently underlying all securities held by the Reporting Person.

(2)

This percentage is calculated based upon the 40,907,945 shares of Common Stock outstanding as of October 31, 2011, as set forth on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2011.

 

5


 

(3)

BioCapital Ltd. serves as the sole general partner of both BioCapital EUR and BioCapital USD and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of February 15, 2012.

 

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 persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   x

 

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.

 

(a) The following certification shall be included if the statement is filed pursuant to §240.13d—1(b):

 

Not applicable.

 

(b) The following certification shall be included if the statement is filed pursuant to §240.13d—1(b)(1)(ii)(J), or if the statement is filed pursuant to §240.13d—1(b)(1)(ii)(K) and a member of the group is a non-U.S. institution eligible to file pursuant to §240.13d—1(b)(1)(ii)(J):

 

Not applicable.

 

(c) The following certification shall be included if the statement is filed pursuant to §240.13d—1(c):

 

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.

 

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: February 15, 2012

 

 

 

HBM BioCapital (EUR) L.P

 

 

 

By:

HBM BioCapital Ltd.

 

Its:

General Partner

 

 

 

 

 

By:

/s/ John Arnold

 

 

Chairman & Managing Director

 

 

 

HBM BioCapital (USD) L.P.

 

 

 

By:

HBM BioCapital Ltd.

 

Its:

General Partner

 

 

 

 

 

By:

/s/ John Arnold

 

 

Chairman & Managing Director

 

 

 

HBM BioCapital Ltd.

 

 

 

 

 

By:

/s/ John Arnold

 

 

Chairman & Managing Director

 

 

7


 

Exhibit(s):

 

A - Joint Filing Statement

 

8


 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Anthera Pharmaceuticals, Inc. is filed on behalf of each of us.

 

Dated: February 15, 2012

 

HBM BioCapital (EUR) L.P

 

 

 

By:

HBM BioCapital Ltd.

 

Its:

General Partner

 

 

 

 

 

By:

/s/ John Arnold

 

 

Chairman & Managing Director

 

 

 

HBM BioCapital (USD) L.P.

 

 

 

By:

HBM BioCapital Ltd.

 

Its:

General Partner

 

 

 

 

 

By:

/s/ John Arnold

 

 

Chairman & Managing Director

 

 

 

HBM BioCapital Ltd.

 

 

 

 

 

By:

/s/ John Arnold

 

 

Chairman & Managing Director

 

 

9