-----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, TsROyssIzGIXe+orngQaJA0V40Rd6purJ7nCisvLCcZuNVgdZWM1rAs3yOvynQS9 cklPAH5oHQ4mS9s7Mdib7g== 0000941655-97-000011.txt : 19971002 0000941655-97-000011.hdr.sgml : 19971002 ACCESSION NUMBER: 0000941655-97-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971001 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDIMMUNE INC /DE CENTRAL INDEX KEY: 0000873591 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 521555759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42057 FILM NUMBER: 97689232 BUSINESS ADDRESS: STREET 1: 35 W WATKINS MILL RD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3014170770 MAIL ADDRESS: STREET 1: 35 W WATKINS MILL ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO MANAGEMENT PARTNERS L P CENTRAL INDEX KEY: 0001020457 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223233664 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CEDAR RIDGE RD CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: CEDAR RIDGE RD CITY: BEDMINSTER STATE: NJ ZIP: 07921 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MedImmune, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 584699102 (CUSIP Number) Law Office of Gregory F.W. Todd, Esq. 888 Seventh Avenue, Suite 4500 New York, New York 10019 212-246-5151 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) June 16, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. * 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). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Rho Management Partners L.P. 2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP* *(SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* *(SEE INSTRUCTIONS) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey 7. SOLE VOTING POWER 1,009,492 Shares (includes warrants to purchase 170,812 Shares) 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,009,492 Shares (includes warrants to purchase 170,812 Shares) 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,009,492 Shares (includes warrants to purchase 170,812 Shares) 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% 14. TYPE OF REPORTING PERSON* *(SEE INSTRUCTIONS) PN, IA 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Joshua Ruch 2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP* *(SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* *(SEE INSTRUCTIONS) PF 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa 7. SOLE VOTING POWER 49,404 Shares 8. SHARED VOTING POWER 1,009,492 Shares (includes warrants to purchase 170,812 shares) 9. SOLE DISPOSITIVE POWER 49,404 Shares 10. SHARED DISPOSITIVE POWER 1,009,492 Shares (includes warrants to purchase 170,812 Shares) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,058,896 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14. TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) IN This Amendment No. 1 to Schedule 13D for MedImmune, Inc., a Delaware corporation (the "Company"), amends a statement on Schedule 13D dated June 26, 1997 with respect to the Common Stock, par value $0.01 per share (the "Shares"), of the Company in respect of beneficial ownership of certain Shares by Rho Management Partners L.P. ("Rho"), and by its controlling person Joshua Ruch, as follows below. Item 5. Interest in Securities of the Issuer (a) - (b) As the holder of sole voting and investment authority over the Shares owned by its advisory clients, Rho may be deemed, for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, to be the beneficial owner of all of the 1,009,492 Shares owned by its advisory clients and covered by this Statement, representing approximately 4.2% of the Company's 24,025,815 Shares outstanding as of August 31, 1997 (based upon information obtained from officials of the Company as of such date), and after giving effect to Shares subject to options, warrants, rights or convertible securities owned by the reporting persons. Rho disclaims any economic interest in the Shares covered by this Statement. As controlling person of Rho, Mr. Ruch may be deemed the beneficial owner of the Shares beneficially owned by Rho. In addition, Mr. Ruch exercises investment and voting authority over 5,081 Shares held through a private foundation of which Mr. Ruch serves as trustee, and Mr. Ruch holds 44,323 Shares directly or indirectly for his own account or the account of family members other than through funds managed by Rho. As a percentage of the 24,025,815 Shares outstanding as of August 31, 1997 (based upon information obtained from officials of the Company as of such date) and after giving effect to Shares subject to options, warrants, rights or convertible securities owned by the reporting persons, Mr. Ruch may be considered beneficially to own 4.4% of the Company's Shares. (c) The following presents a list of purchases (including acquisitions by way of distributions) and sales of all Shares by the reporting persons within the last 60 days, including the price per Share and the means by which such purchase or sale was effected. The transaction was effected by Rho Management Trust II, through an open market transaction. Date # Shares Price/Share Purchase (P) Sale (S) 9/30/97 100,000 $36.5875 S (e) The reporting persons ceased to be beneficial owners of more than five percent of the Shares on July 16, 1997. 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. Dated: October 1, 1997. RHO MANAGEMENT PARTNERS L.P. By: ATLAS CAPITAL CORP., its General Partner By: /s/ Joshua Ruch Title: President JOSHUA RUCH /s/ Joshua Ruch -----END PRIVACY-ENHANCED MESSAGE-----