UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
| Maxygen, Inc. |
(Name of issuer)
| Common Stock, $0.0001 par value |
(Title of class of securities)
| 577776107 |
(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:
x 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 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).
SCHEDULE 13G
| CUSIP No. 577776107 | Page 2 of 7 Pages |
| (1) | Names of reporting persons
Alistair Capital Management, L.L.C. | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) |
Sole voting power
0 | ||||
| (6) |
Shared voting power
2,132,248 | |||||
| (7) |
Sole dispositive power
0 | |||||
| (8) |
Shared dispositive power
2,132,248 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,132,248 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
7.6%** | |||||
| (12) |
Type of reporting person (see instructions)
IA, OO | |||||
**SEE ITEM 4(b).
SCHEDULE 13G
| CUSIP No. 577776107 | Page 3 of 7 Pages |
| (1) | Names of reporting persons
Casey H. Nelson | |||||
| (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
United States | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) |
Sole voting power
0 | ||||
| (6) |
Shared voting power
2,132,248 | |||||
| (7) |
Sole dispositive power
0 | |||||
| (8) |
Shared dispositive power
2,132,248 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,132,248 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
7.6%** | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
**SEE ITEM 4(b).
SCHEDULE 13G
| CUSIP No. 577776107 | Page 4 of 7 Pages |
SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) relates to Common Stock, $0.0001 par value (the “Common Stock”), of Maxygen, Inc., a Delaware corporation (the “Issuer”), and is being filed on behalf of (i) Alistair Capital Management, L.L.C. (“Alistair Capital”), a Delaware limited liability company, as the investment manager to a certain private pooled investment vehicle (the “Fund”), and (ii) Casey H. Nelson, as the principal of Alistair Capital (together with Alistair Capital, the “Reporting Persons”). All of the shares of Common Stock are held by the Fund.
| Item 1(a) | Name of Issuer. |
Maxygen, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
515 Galveston Drive
Redwood City, California 94063
| Item 2(a) | Name of Person Filing. |
(i) Alistair Capital Management, L.L.C. (“Alistair Capital”) and (ii) Casey H. Nelson.
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
100 Crescent Court, Suite 805
Dallas, TX 75201.
| Item 2(c) | Citizenship or Place of Organization. |
Alistair Capital is a Delaware limited liability company. Mr. Nelson is a United States citizen.
| Item 2(d) | Title of Class of Securities. |
Common Stock, $0.0001 par value (the “Common Stock”).
| Item 2(e) | CUSIP Number. |
577776107
SCHEDULE 13G
| CUSIP No. 577776107 | Page 5 of 7 Pages |
| 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) |
x | An investment advisor 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) |
¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| Item 4 | Ownership. |
| (a) | The Reporting Persons may be deemed the beneficial owners of 2,132,248 shares of Common Stock held by the Fund. |
| (b) | The Reporting Persons may be deemed the beneficial owners of 7.6% of the outstanding shares of Common Stock. This percentage was calculated by dividing (i) the number of shares of Common Stock reported in Item 4(a) held by the Reporting Persons by (ii) 28,103,314, the number of shares of Common Stock issued and outstanding as of October 31, 2011, as reported in the Issuer’s Form 10-Q filed on November 7, 2011 with the Securities and Exchange Commission. |
| (c) | The Reporting Persons have the power to vote and dispose of the 2,132,248 shares of Common Stock held by the Fund. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
SCHEDULE 13G
| CUSIP No. 577776107 | Page 6 of 7 Pages |
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| Item 10 | Certification. |
| By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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. |
| Exhibits | Exhibit 1 |
Joint Filing Agreement by and among the Reporting Persons.
SCHEDULE 13G
| CUSIP No. 577776107 | Page 7 of 7 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.
Date: February 14, 2012
| Alistair Capital Management, L.L.C. | ||
| By: | /s/ Casey H. Nelson | |
| Name: Casey H. Nelson | ||
| Title: Manager | ||
| /s/ Casey H. Nelson | ||
| Casey H. Nelson | ||
EXHIBIT 1
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 (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value, of Maxygen, 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 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 February 14, 2012.
| Alistair Capital Management, L.L.C. | ||
| By: | /s/ Casey H. Nelson | |
| Name: Casey H. Nelson | ||
| Title: Manager | ||
| /s/ Casey H. Nelson | ||
| Casey H. Nelson | ||