0000919574-13-000076.txt : 20130109 0000919574-13-000076.hdr.sgml : 20130109 20130109103836 ACCESSION NUMBER: 0000919574-13-000076 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130109 DATE AS OF CHANGE: 20130109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Oncothyreon Inc. CENTRAL INDEX KEY: 0001412067 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 260868560 STATE OF INCORPORATION: DE FISCAL YEAR END: 0612 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84961 FILM NUMBER: 13519759 BUSINESS ADDRESS: STREET 1: 2601 FOURTH AVENUE STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: (206) 801-2100 MAIL ADDRESS: STREET 1: 2601 FOURTH AVENUE STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98121 FORMER COMPANY: FORMER CONFORMED NAME: Biomira CORP DATE OF NAME CHANGE: 20070911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Antipodean Advisors LLC CENTRAL INDEX KEY: 0001512566 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 499 PARK AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-339-5203 MAIL ADDRESS: STREET 1: 499 PARK AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 d1346915_13g-a.htm d1346915_13g-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

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


Oncothyreon Inc.
(Name of Issuer)


Common Stock, $0.0001 par value
(Title of Class of Securities)


682324108
(CUSIP Number)


December 31, 2012
(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 the Notes).


 
 

 


CUSIP No
682324108
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Antipodean Domestic Partners, LP
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  [_]
 
 
(b)  [x]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
0
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
0
 
 
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
 
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
 
 
0.00%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
PN
 

 
 

 


CUSIP No
682324108
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Antipodean Advisors GP LLC
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  [_]
 
 
(b)  [x]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
0
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
0
 
 
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 [_]
 
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
 
 
0.00%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
OO
 

 
 

 


CUSIP No
682324108
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Antipodean Advisors LLC
 
 
 
 
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  [_]
 
 
(b)  [x]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
0
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
0
 
 
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
 
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
 
 
0.00%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
IA, OO
 

 
 

 


CUSIP No
682324108
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Eric Chen
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)  [_]
 
 
(b)  [x]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Australia
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
0
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
0
 
 
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
 
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
 
 
0.00%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
IN
 

 
 

 


CUSIP No
682324108
 
 

Item 1.
(a).
Name of Issuer:
 
 
 
 
 
 
 
Oncothyreon Inc.
 

 
(b).
Address of issuer's principal executive offices:
 
 
 
2601 Fourth Ave., Suite 500
 
 
 
Seattle, Washington 98121
 

Item 2.
(a).
Name of persons filing:
 
 
 
Antipodean Domestic Partners, LP
 
 
 
Antipodean Advisors GP LLC
 
 
 
Antipodean Advisors LLC
 
 
 
Eric Chen
 

 
(b).
Address or principal business office or, if none, residence:
 
 
 
499 Park Avenue
 
 
 
New York, New York 10022
 

 
(c).
Citizenship:
 
 
 
Antipodean Domestic Partners, LP – Delaware limited partnership
 
 
 
Antipodean Advisors GP LLC – Delaware limited liability company
 
 
 
Antipodean Advisors LLC – Delaware limited liability company
 
 
 
Eric Chen – Australia
 

 
(d).
Title of class of securities:
 
 
 
 
 
 
 
Common Stock, $0.0001 par value
 

 
(e).
CUSIP No.:
 
 
 
 
 
 
 
682324108
 

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 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 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)
[_]
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 §240.13d-1(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.

Antipodean Domestic Partners, LP:
 
(a)
Amount beneficially owned:
 
 
 
 
 
0

 
(b)
Percent of class:
 
 
 
 
 
0.00%

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

 
 
(i)
Sole power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
0
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
0
.
 
 
 
 
 
Antipodean Advisors GP LLC:
 
(a)
Amount beneficially owned:
 
 
 
 
 
0

 
(b)
Percent of class:
 
 
 
 
 
0.00%


 
 

 


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

 
 
(i)
Sole power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
0
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
0
.

Antipodean Advisors LLC:
 
(a)
Amount beneficially owned:
 
 
 
 
 
0

 
(b)
Percent of class:
 
 
 
 
 
0.00%

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

 
 
(i)
Sole power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
0
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
0
.

Eric Chen:
 
(a)
Amount beneficially owned:
 
 
 
 
 
0

 
(b)
Percent of class:
 
 
 
 
 
0.00%

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

 
 
(i)
Sole power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
0
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
0
.

 
 

 


 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
 
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 [X].
 
 
Instruction:  Dissolution of a group requires a response to this item.
 
 

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A
 
 

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
 
 

Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
N/A
 
 


 
 

 


Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A
 
 

Item 10.
Certification.

 
 
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.




 
 

 

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.

 
 
January 9, 2013
 
 
(Date)
 
 
 
ANTIPODEAN DOMESTIC PARTNERS, LP
 
By: Antipodean Advisors GP LLC, its general partner
 
 
 
By:
/s/ Eric Chen
 
 
 
Name: Eric Chen
 
 
Title: Managing Member
 
 
 
ANTIPODEAN ADVISORS GP LLC
 
 
 
By:
/s/ Eric Chen
 
 
 
Name: Eric Chen
 
 
Title: Managing Member
 
 
 
 
ANTIPODEAN ADVISORS LLC
 
 
 
By:
/s/ Eric Chen
 
 
 
Name: Eric Chen
 
 
Title: Managing Member
 
 
 
ERIC CHEN
 
 
 
 
/s/ Eric Chen
 
 
 
Eric Chen
 
 
 
 
 
 
 

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 s.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).

 
 

 

Exhibit A


AGREEMENT


The undersigned agree that this Amendment No. 1 to Schedule 13G dated January 9, 2013 relating to the Common Stock of Oncothyreon Inc. shall be filed on behalf of the undersigned.



 
ANTIPODEAN DOMESTIC PARTNERS, LP
 
By: Antipodean Advisors GP LLC, its general partner
 
 
 
By:
/s/ Eric Chen
 
 
 
Name: Eric Chen
 
 
Title: Managing Member
 
 
 
ANTIPODEAN ADVISORS GP LLC
 
 
 
By:
/s/ Eric Chen
 
 
 
Name: Eric Chen
 
 
Title: Managing Member
 
 
 
 
ANTIPODEAN ADVISORS LLC
 
 
 
By:
/s/ Eric Chen
 
 
 
Name: Eric Chen
 
 
Title: Managing Member
 
 
 
ERIC CHEN
 
 
 
 
/s/ Eric Chen
 
 
 
Eric Chen




January 9, 2013
Date



SK 26555 0001 1346915