-----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, RrBVBX+zf9GYFGPHyQK0126HFIIzQNP6JPs1Ag97dzOGbEsB/hZbafTIcydSIog5 ORBHP492622yvfGU43wCsg== 0000898432-04-000366.txt : 20040422 0000898432-04-000366.hdr.sgml : 20040422 20040422125141 ACCESSION NUMBER: 0000898432-04-000366 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040422 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUROGEN CORP CENTRAL INDEX KEY: 0000849043 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222845714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41776 FILM NUMBER: 04747579 BUSINESS ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL RD CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 2034888201 MAIL ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL RD CITY: BRANFORD STATE: CT ZIP: 06405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363924731 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 227 W MONROE STREET, SUITE 4800 STREET 2: 227 W MONROE STREET, SUITE 4800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 415-288-23 MAIL ADDRESS: STREET 1: 227 W MONROE STREET, SUITE 4800 STREET 2: 227 W MONROE STREET, SUITE 4800 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G/A 1 bvf-neurogen13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2)

		Neurogen Corporation (Name of Issuer)

		Common Stock (Title of Class of Securities)

		64124E 10 6 (CUSIP Number)

		April 19, 2004 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
ý Rule 13d-1(c)
o Rule 13d-1(d)


CUSIP No. 64124E 10 6		13G		Page 2 of 10 Pages


1		NAME OF REPORTING PERSON: Biotechnology Value Fund, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				738,825
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				738,825


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		738,825

10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		2.16%

12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.64124E 10 6		13G		Page 3 of 10 Pages


1		NAME OF REPORTING PERSON: Biotechnology Value Fund II, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		7		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				454,736
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				454,736


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		454,736

10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		1.33%

12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 64124E 10 6		13G		Page 4 of 10 Pages


1		NAME OF REPORTING PERSON: BVF Investments, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				1,200,102
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				1,200,102


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,200,102

10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		3.51%

12		TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 64124E 10 6		13G		Page 5 of 10 Pages


1		NAME OF REPORTING PERSON: Investment 10, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Illinois

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				138,186
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				138,186


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		138,186

10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.40%

12		TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 64124E 10 6		13G		Page 6 of 10 Pages


1		NAME OF REPORTING PERSON: BVF Partners L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				2,531,849
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				2,531,849


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,531,849

10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		7.40%

12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 64124E 10 6		13G		Page 7 of 10 Pages


1		NAME OF REPORTING PERSON: BVF Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				2,531,849
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				2,531,849


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,531,849

10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		7.40%

12		TYPE OF REPORTING PERSON*
		CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 64124E 10 6		13G		Page 8 of 10 Pages

ITEM 1(a).		NAME OF ISSUER: Neurogen Corporation ("Neurogen")
ITEM 1(b).		ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 35 Northeast Industrial Road Branford, CT 06405
ITEM 2(a).		NAME OF PERSON FILING:
This Amendment to Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons"):
		(i)		Biotechnology Value Fund, L.P. ("BVF")
		(ii)		Biotechnology Value Fund II, L.P. ("BVF2")
		(iii)		BVF Investments, L.L.C. ("Investments")
		(iv)		Investment 10, L.L.C. ("ILL10")
		(v)		BVF Partners L.P. ("Partners")
		(vi)		BVF Inc. ("BVF Inc.")
ITEM 2(b).		ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The principal business office of the persons comprising the group filing this Amendment to Schedule 13G is located at 227 West Monroe Street, Suite 4800, Chicago, Illinois, 60606.
ITEM 2(c).		CITIZENSHIP:

		BVF:		a Delaware limited partnership
		BVF2:		a Delaware limited partnership
		Investments:		a Delaware limited liability company
		ILL10:		an Illinois limited liability company
		Partners:		a Delaware limited partnership
		BVF Inc.:		a Delaware corporation

ITEM 2(d).		TITLE OF CLASS OF SECURITIES:
This Amendment to Schedule 13G is being filed with respect to the common stock, par value $0.025 per share (the "Common Stock"), of Neurogen. The Reporting Persons' percentage ownership of the Common Stock is based on 34,178,406 shares of the Common Stock being outstanding.
ITEM 2(e).		CUSIP Number:


CUSIP No. 64124E 10 6		13G		Page 9 of 10 Pages

ITEM 3.		IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS: One of the following
		Not applicable as this Amendment to Schedule 13G is filed pursuant to Rule 13d-1(c).
ITEM 4.		OWNERSHIP:
		The information in items 1 and 5 through 11 on the cover pages (pp. 2 - 8) on this Amendment to Schedule 13G is hereby incorporated by reference.
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. o
ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
		Pursuant to the operating agreement of Investments, Partners is authorized, among other things, to invest the funds of Ziff Asset Management, L.P., the majority member of Investments, in shares of the Common Stock and to vote and exercise dispositive power over those shares of the Common Stock. Partners and BVF Inc. share voting and dispositive power over shares of the Common Stock beneficially owned by BVF, BVF2, Investments and those owned by ILL10, on whose behalf Partners acts as an investment manager and, accordingly, Partners and BVF Inc. have beneficial ownership of all of the shares of the Common Stock owned by such parties.
ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
		Not applicable.
ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP:
		Not applicable.
ITEM 9.		NOTICE OF DISSOLUTION OF GROUP:
		Not applicable.


CUSIP No. 64124E 10 6		13G		Page 10 of 10 Pages

ITEM 10.

CERTIFICATION

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.

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.

Dated:		April 22, 2004
		BIOTECHNOLOGY VALUE FUND, L.P.
		By:		BVF Partners L.P., its general partner
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BIOTECHNOLOGY VALUE FUND II, L.P.
		By:		BVF Partners L.P., its general partner
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BVF INVESTMENTS, L.L.C.
		By:		BVF Partners L.P., its manager
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		INVESTMENT 10, L.L.C.
		By:		BVF Partners L.P., its attorney-in-fact
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BVF PARTNERS L.P.
		By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BVF INC.
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President

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