0000899140-13-000588.txt : 20131223 0000899140-13-000588.hdr.sgml : 20131223 20131223161057 ACCESSION NUMBER: 0000899140-13-000588 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131223 DATE AS OF CHANGE: 20131223 GROUP MEMBERS: ADAM USDAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERMILLION, INC. CENTRAL INDEX KEY: 0000926617 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 330595156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60711 FILM NUMBER: 131294911 BUSINESS ADDRESS: STREET 1: 12117 BEE CAVES ROAD BUILDING THREE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: 512-519-0400 MAIL ADDRESS: STREET 1: 12117 BEE CAVES ROAD BUILDING THREE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78738 FORMER COMPANY: FORMER CONFORMED NAME: CIPHERGEN BIOSYSTEMS INC DATE OF NAME CHANGE: 20000316 FORMER COMPANY: FORMER CONFORMED NAME: ABIOTIC SYSTEMS DATE OF NAME CHANGE: 19950407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Feinberg Family Trust CENTRAL INDEX KEY: 0001578549 IRS NUMBER: 456852976 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ADAM USDAN C/O TRELLUS MANAGEMENT STREET 2: 350 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123898790 MAIL ADDRESS: STREET 1: ADAM USDAN C/O TRELLUS MANAGEMENT STREET 2: 350 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 v10965495.htm AMENDMENT NO. 1 v10965495.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549

 
SCHEDULE 13D
(Amendment No. 1)
 
Under the Securities Exchange Act of 1934*
 

 
Vermillion, Inc.
(Name of Issuer)
 
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
 
92407M206
 
(CUSIP Number)
 
Feinberg Family Trust
c/o Adam Usdan, Trustee
350 Madison Avenue, 9th Floor
New York, NY 10017
(212) 389-8780

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

Rita Molesworth, Esq.
Jeffrey Hochman, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

December 19, 2013
(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:  o
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.
 
* 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).
 
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No. 92407M206
  
Page 2 of 6 pages
     
1
NAMES OF REPORTING PERSONS
 
Feinberg Family Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  o
(b)  x
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
1,361,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
1,361,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,361,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.80%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
*  Calculated based on a total of 35,825,673 shares of common stock outstanding as of December 20, 2013, according to information furnished by Vermillion, Inc. on December 20, 2013.
 
 
 
 
 

 
SCHEDULE 13D
 
CUSIP No.  92407M206
  
Page 3 of 6 pages
     
1
NAMES OF REPORTING PERSONS
 
Adam Usdan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  o
(b)  x
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
1,361,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
1,361,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,361,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.80%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
*  Calculated based on a total of 35,825,673 shares of common stock outstanding as of December 20, 2013, according to information furnished by Vermillion, Inc. on December 20, 2013.
 

 
 
 
 
Pursuant to Rule 13d-2 under the Act, this Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on June 21, 2013 (the “Original Schedule 13D”, and together with this Amendment, the “Schedule 13D”), and is being filed on behalf of Feinberg Family Trust, a trust organized under the laws of Connecticut (the “Trust”), and Adam Usdan, as the sole trustee of the Trust (each of the foregoing, a “Reporting Person” and collectively, the “Reporting Persons”). This Amendment relates to the common stock, par value $0.001 per share (“Common Stock”), of Vermillion, Inc., a Delaware corporation (the “Company”).

The Reporting Persons are filing this Amendment in connection with the exercise of the Warrant of the Trust.

All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.

Item 3.Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended by inserting the following at the end thereof:

On December 19, 2013, pursuant to the Warrant, the Trust acquired 831,000 shares of Common Stock at an exercise price of $1.46 per share of Common Stock for an aggregate price of $1,213,260. All of the funds required to exercise the Warrant were furnished from the working capital of the Trust.

Item 5.Interest in Securities of the Issuer.

Items 5(a)-(e) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) As of December 19, 2013, the Trust, and Mr. Usdan as trustee of the Trust, may be deemed to beneficially own 1,361,000 shares of Common Stock, representing 3.80% of the outstanding shares of Common Stock (based on 35,825,673 shares of Common Stock outstanding as of December 20, 2013 as reported by the Company to representatives of the Reporting Persons).

(b) The Trust, through its trustee, Mr. Usdan, has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock it may be deemed to beneficially own as described in Item 5(a) above.

(c) Except as described in this Amendment, during the last sixty (60) days there were no transactions in the Common Stock effected by the Reporting Persons.

(d) Except as set forth in this Item 5 and for persons referred to in Item 2 above, no 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, the Common Stock that may be deemed to be beneficially owned by the Reporting Persons.
 
 
 
4
 
 
(e) As of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Common Stock.


 
5
 

SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 23, 2013
FEINBERG FAMILY TRUST
 
 
By:  /s/ Adam Usdan            
 
Name:  Adam Usdan
Title:    Trustee
Dated:  December 23, 2013
ADAM USDAN
 
 
By:  /s/ Adam Usdan