-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HLAcWVVlEV0Vn5o5OdLpz57SfN9vYvK3O/3eYa0B8jDwBXYQDMV8PFj1GHpliKMG WQikIhqcO/c+nXPtyQ+emQ== 0000902664-96-000030.txt : 19960216 0000902664-96-000030.hdr.sgml : 19960216 ACCESSION NUMBER: 0000902664-96-000030 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960213 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEORX CORP CENTRAL INDEX KEY: 0000755806 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 911261311 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40119 FILM NUMBER: 96516129 BUSINESS ADDRESS: STREET 1: 410 W HARRISON ST CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: 206-286-25 MAIL ADDRESS: STREET 1: 410 W. HARRISON STREET 2: 410 W. HARRISON CITY: SEATTLE STATE: WA ZIP: 98119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS CENTRAL INDEX KEY: 0000900529 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 646 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 MAIL ADDRESS: STREET 1: CHRISTINE Y HOMER STREET 2: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G ________________ INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* NeoRx Corporation (NAME OF ISSUER) Common Stock, $.02 par value (TITLE OF CLASS OF SECURITIES) 640520 30 0 (CUSIP NUMBER) Check the following box if a fee is being paid with this statement.[ ] (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). __________________ * 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). PAGE 1 OF 5 PAGES 13G CUSIP No. 640520 30 0 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ardsley Advisory Partners _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,380,000 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,380,000 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,380,000 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IA _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 2 OF 5 PAGES 13G CUSIP No. 640520 30 0 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip J. Hempleman _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,380,000 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,380,000 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,380,000 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 3 OF 5 PAGES The Schedule 13G initially filed for the year ended December 31, 1993 of (i) Ardsley Advisory Partners and (ii) Philip J. Hempleman relating to the common stock, par value of $.02 per share (the "Common Stock"), issued by NeoRx Corporation (the "Company") is hereby amended by this Amendment No. 2 to the Schedule 13G as follows: ITEM 4. OWNERSHIP. Item 4 is hereby replaced in its entirety by the following: (a) Amount beneficially owned: 1,380,000 (b) Percent of class: 9.8% (based on the 14,100,000 shares of Common Stock reported to be outstanding as of November 1, 1995, as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Company for the quarter ended September 30, 1995.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 1,380,000 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 1,380,000 By virtue of Mr. Hempleman's position as managing partner of Ardsley Advisory Partners, Mr. Hempleman may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 1,380,000 shares of Common Stock held by the discretionary accounts managed by Ardsley Advisory Partners, constituting 9.8% of the shares of Common Stock outstanding and, therefore, Mr. Hempleman may be deemed to be the beneficial owner of such shares. PAGE 4 OF 5 PAGES ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b)) By signing below Ardsley Advisory Partners and Philip J. Hempleman certify that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 13, 1996 /s/ PHILIP J. HEMPLEMAN Philip J. Hempleman, as Managing Partner of Ardsley Advisory Partners /s/ PHILIP J. HEMPLEMAN Philip J. Hempleman PAGE 5 OF 5 PAGES -----END PRIVACY-ENHANCED MESSAGE-----