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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Columbia Laboratories, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
197779101
(CUSIP Number)
David M. Knott
Chief Executive Officer
Dorsett Management Corporation
485 Underhill Boulevard, Suite 205
Syosset, New York 11791
(516) 364-0303
With a copy to:
Howard A. Neuman, Esq.
Satterlee Stephens Burke & Burke LLP
230 Park Avenue
New York, NY 10169
(212) 818-9200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 27, 2012
(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 §13d-7 (b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 197779101 |
13D | |||||
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1 |
Name of Reporting Persons. David M. Knott | ||||
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2 |
Check the Appropriate Box if a Member of a Group. (See Instructions) | ||||
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(a) |
o | |||
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(b) |
x | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power 12,761 | |||||
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9 |
Sole Dispositive Power 4,147,684 | |||||
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10 |
Shared Dispositive Power 600 | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person (See Instructions) | ||||
CUSIP No. 197779101 |
13D | |||||
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Name of Reporting Persons. Dorset Management Corporation 11-2873658 | ||||
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2 |
Check the Appropriate Box if a Member of a Group. (See Instructions) | ||||
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(a) |
o | |||
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(b) |
x | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
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Sole Voting Power | ||||
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Shared Voting Power 12,161 | |||||
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Sole Dispositive Power 4,056,874 | |||||
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10 |
Shared Dispositive Power 0 | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person (See Instructions) | ||||
SCHEDULE 13D
Capitalized terms used herein without definition have the meanings ascribed to them in the Schedule 13D filed on July 16, 1998 (the Schedule 13D). | |
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Item 1. |
Security and Issuer. |
This statement is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the Exchange Act), to reflect the Reporting Personss sales, as set forth in Item 5 below, of shares of the Companys Common Stock, resulting in a change of more than one percent (1%) of the outstanding Common Stock. As a result of those sales, the beneficial ownership percentage of the Reporting Persons is below five percent (5%) of the outstanding Common Stock. | |
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Item 2. |
Identity and Background. |
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Item 3. |
Source and Amount of Funds or Other Consideration. |
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Item 4. |
Purpose of Transaction. |
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Item 5. |
Interest in Securities of the Issuer. |
This Item is being amended solely as follows:
(a)-(b) David M. Knott and Dorset Management Corporation (DMC): See Rows 7 through 11 on pages 2-3.
The 4,056,874 shares of Common Stock reported as beneficially owned by DMC in Row 11 on page 3 are comprised of (i) 1,950,882 shares of Common Stock, (ii) 1,137,000 shares of Common Stock issuable upon the conversion the Preferred Shares and (iii) 968,992 shares of Common Stock issuable upon the exercise of unexpired Warrants. The 4,148,284 shares of Common Stock reported as beneficially owned by David M. Knott in Row 11 on page 2 are comprised of the same securities described above, plus 91,410 shares of Common Stock.
(c) No transactions in the class of securities reported on were effected during the past sixty days, except for (i) the transactions previously reported on the Schedule 13D filed for the Reporting Persons on January 19, 2012; and (ii) the following sales: |
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1-26-12 |
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1-27-12 |
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Total Sales |
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Knott Partners |
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150,800 |
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301,800 |
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452,600 |
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Shoshone Partners |
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38,300 |
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76,700 |
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115,000 |
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Mulsanne Partners |
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6,300 |
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12,500 |
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18,800 |
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Managed Accounts |
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4,600 |
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9,000 |
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13,600 |
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Daily total |
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200,000 |
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400,000 |
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600,000 |
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(e) As of January 27, 2012, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding Common Stock. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
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Item 7. |
Material to be Filed as Exhibits. |
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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.
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January 31, 2012 | |
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Date | |
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/s/ David M. Knott | |
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David M. Knott | |
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DORSET MANAGEMENT CORPORATION | |
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By |
/s/ David M. Knott |
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David M. Knott, President |