0001171520-13-000266.txt : 20130405 0001171520-13-000266.hdr.sgml : 20130405 20130405171020 ACCESSION NUMBER: 0001171520-13-000266 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130405 DATE AS OF CHANGE: 20130405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIODELIVERY SCIENCES INTERNATIONAL INC CENTRAL INDEX KEY: 0001103021 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 352089858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57907 FILM NUMBER: 13746635 BUSINESS ADDRESS: STREET 1: 801 CORPORATE CENTER DRIVE STREET 2: SUITE 210 CITY: RALEIGH STATE: NC ZIP: 27607 BUSINESS PHONE: 919 582 9050 MAIL ADDRESS: STREET 1: 801 CORPORATE CENTER DRIVE STREET 2: SUITE 210 CITY: RALEIGH STATE: NC ZIP: 27607 FORMER COMPANY: FORMER CONFORMED NAME: MAS ACQUISITION XXIII CORP DATE OF NAME CHANGE: 20000111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOPHROSYNE CAPITAL LLC CENTRAL INDEX KEY: 0001507758 IRS NUMBER: 203817380 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 156 EAST 36TH STREET STREET 2: 2 SNIFFEN COURT CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212 444 2500 MAIL ADDRESS: STREET 1: 156 EAST 36TH STREET STREET 2: 2 SNIFFEN COURT CITY: NEW YORK STATE: NY ZIP: 10016 SC 13G/A 1 eps5120.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(AMENDMENT NO. 2)*

 

BioDelivery Sciences International, Inc.

______________________

(Name of issuer)

 

Common Stock 

____________________________

(Title of class of securities)

 

09060J106

_____________

(CUSIP number)

 

April 5, 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)

 

  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 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 the Notes).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

SEC 1745 (1-06)

 

 Page 1 of 5 pages

 
 

 

CUSIP No. 09060J106

 

 13G  Page 2 of 5 Pages

 

1.   Name of Reporting Person Sophrosyne Capital, LLC

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

 

20-3817380


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

 

(a)

(b)


3.    SEC Use Only

 

 


4.    Citizenship or Place of Organization

 

Delaware, USA


 

Number of  5. Sole Voting Power
Shares   1,595,441
Beneficially    
Owned by  6. Shared Voting Power
Each    
Reporting    
Person  7. Sole Dispositive Power
With:   1,595,441
     
   8. Shared Dispositive Power
   
     

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,595,441


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

 


11.    Percent of Class Represented by Amount in Row (9)

 

4.25%


12.    Type of Reporting Person (See Instructions)

 

IA


 
 

 

CUSIP No. 09060J106

 

 13G Page 3 of 5 Pages

 

 Item 1 (a) Name of Issuer:  
    BioDelivery Sciences International. Inc.  
       
       
  (b) Address Of Issuer's Principal Executive Offices:  
   

801 Corporate Center Drive, Suite 210

Raleigh, NC 27607

 
       
       
 Item 2 (a) Name of Person Filing:  
    Benjamin J. Taylor  
       
       
  (b) Address of Principal Business Office, or, if none, Residence:  
   

156 E 36th Street

At 2 Sniffen Court

New York, NY 10016

 
       
       
  (c) Citizenship:  
    Delaware, USA  
       
       
  (d) Title of Class of Securities:  
    Common Stock  
       
       
  (e) Cusip Number:  
   

 09060J106 

 
       
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) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).  
  (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 (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)(ii)(F).  
  (g) A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).  
  (h) A savings association 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) Group in accordance with §240.13d-1(b)(ii)(J).  

 

 
 

 

CUSIP No. 09060J106

 

 13G  Page 4 of 5 Pages

 

Item 4 Ownership

 

  (a) Amount beneficially owned: 1,595,441

 

  (b) Percent of class: 4.25%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 1,595,441

 

  (ii) Shared power to vote or to direct the vote

 

  (iii) Sole power to dispose or to direct the disposition of 1,595,441

 

  (iv) Shared power to dispose or to direct the disposition of

 

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 .

 

No Longer a 5% holder

  

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

 

Not Applicable  

 

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

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

(b)  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.

 
 

 

CUSIP No. 09060J106

 

 13G  Page 5 of 5 Pages

 

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 5, 2013
   Date
  Sophrosyne Capital, LLC  
/s/  Benjamin J. Taylor  
Name:  Benjamin J Taylor    
   
   Signature
    Managing Member of General Partner
   
   Name/Title

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

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 for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)