-----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, DG7I8D7j7WKSlzN3uAjMoHwR+s51ZFzNYpITdCHJEQ+siiHQcG9IgBzBo23ot18U INz0vDZOphFwTHxbteElnQ== 0001144204-08-002947.txt : 20080118 0001144204-08-002947.hdr.sgml : 20080118 20080118112737 ACCESSION NUMBER: 0001144204-08-002947 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080118 DATE AS OF CHANGE: 20080118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARROWHEAD RESEARCH CORP CENTRAL INDEX KEY: 0000879407 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 460408024 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48710 FILM NUMBER: 08537883 BUSINESS ADDRESS: STREET 1: 201 SOUTH LAKE AVENUE STREET 2: SUITE 703 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 626-304-3400 MAIL ADDRESS: STREET 1: 201 SOUTH LAKE AVENUE STREET 2: SUITE 703 CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVE GROUP INC DATE OF NAME CHANGE: 20020509 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVE INC DATE OF NAME CHANGE: 19940224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JGD MANAGEMENT CORP /NY CENTRAL INDEX KEY: 0001012670 IRS NUMBER: 133633324 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 390 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123001300 MAIL ADDRESS: STREET 1: 390 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 v100112_sc13ga.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Arrowhead Research Corporation
----------------------------------------------
(Name of Issuer)

Common Stock, $0.001 par value
---------------------------------------------------
(Title of Class of Securities)

042797100
-----------------
(CUSIP Number)

October 31, 2007
-----------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

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

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

*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 7 Pages


         
CUSIP No. 042797100
 
13G
   
         
1)
 
NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
JGD Management Corp.
EIN: 13-3633324
         
2)
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
     
(a) o
        (b) x
3)
 
SEC USE ONLY
   
         
4)
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5) SOLE VOTING POWER  
3,698,290 
   
6) SHARED VOTING POWER
-0-
   
7) SOLE DISPOSITIVE POWER
3,698,290 
   
8) SHARED DISPOSITIVE POWER
-0-
   
         
9)
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  3,698,290
         
10)
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[ ]
         
11)
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
   
Approximately 9.3%
   
         
12)
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
         
 
Page 2 of 7 Pages


     
 
Item 1(a).
Name of Issuer:
Arrowhead Research Corporation
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
     
 
201 S. Lake Avenue, Suite 703
 
 
Pasadena, California 91101
 
 
     
Item 2(a).
Name of Person Filing:
 
     
 
This Schedule is being filed by JGD Management Corp. (“JGD”), a Delaware corporation, with respect to:
 
     
 
(i) 571,618 shares of Common Stock (which consist of (a) 376,781 shares of Common Stock and (b) warrants to purchase 194,837 shares of Common Stock) directly owned by York Capital Management, L.P. (“York Capital”), a Delaware limited partnership;
 
     
 
(ii) 2,477,884 shares of Common Stock (which consist of (a) 1,632,364 shares of Common Stock and (b) warrants to purchase 845,520 shares of Common Stock) directly owned by York Investment Limited (“York Investment”), a corporation of the Commonwealth of The Bahamas;
 
     
 
(iii) 302,768 shares of Common Stock (which consist of (a) 242,214 shares of Common Stock and (b) warrants to purchase 60,554 shares of Common Stock) directly owned by York Select, L.P. (“York Select”), a Delaware limited partnership; and
 
     
 
(iv) 346,020 shares of Common Stock (which consist of (a) 276,816 shares of Common Stock and (b) warrants to purchase 69,204 shares of Common Stock) directly owned by York Select Unit Trust (“York Select Trust”), a trust organized under the laws of the Cayman Islands.
 
     
 
The general partners of York Capital and York Select and the managers of York Investment and York Select Trust have delegated certain management and administrative duties of such funds to JGD. Accordingly, JGD may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule.
 
 

Page 3 of 7 Pages


   
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The principal business office address of JGD is:
   
 
c/o York Capital Management
 
767 Fifth Avenue
 
17th Floor
 
New York, New York 10153
 
   
Item 2(c).
Citizenship:
   
 
The place of organization of JGD is Delaware.
 
     
Item 2(d).
Title of Class of Securities:
Common Stock, $0.001 par value
     
     
Item 2(e).
CUSIP Number:
042797100
     
   
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
 (a)o  Broker or dealer registered under section 15 of the Act (15 U.S.C.78o).
   
 (b)o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
   
 (c)o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
   
 (d)o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
   
 (e)xAn investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
   
 (f)o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
   
 (g)o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
   
 (h)o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
   
 (i)o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)o Group, in accordance with §240.13d-1 (b)(1)(ii)(J).
   
 
Page 4 of 7 Pages



     
 
     
Item 4.
Ownership.
 
     
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
     
 (a) Amount beneficially owned:
 3,698,290
   
 (b) Percent of class:
9.3%
   
 (c) Number of shares as to which the person has:
 
     
 (i) Sole power to vote or to direct the vote
 3,698,290
   
 
 (ii) Shared power to vote or to direct the vote
-0-
   
 (iii) Sole power to dispose or to direct the disposition of
3,698,290
   
 
 (iv) Shared power to dispose or to direct the disposition of
-0-
   
___________________________________  
The number of shares beneficially owned and the percentage of outstanding shares represented thereby for JGD have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership described above is based on an aggregate of 39,780,535 shares of Common Stock, which consist of (i) 38,610,420 shares of Common Stock outstanding as of December 11, 2007, as reported in the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 14, 2007, and (ii) the number of shares of Common Stock issuable to JGD if JGD were to exercise all of its warrants to purchase shares of Common Stock.
 
     
     
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.
 
     
 
The right to receive dividends from, or the proceeds from the sale of, all shares of Common Stock reported in this statement as beneficially owned by JGD is held by York Capital, York Investment, York Select or York Select Trust, as the case may be, all of which are the advisory clients of JGD. JGD itself disclaims beneficial ownership of all shares of Common Stock reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
 

Page 5 of 7 Pages


     
     
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 the Group.
 
     
 
Not Applicable.
 
     
     
Item 9.
Notice of Dissolution of Group.
 
     
 
Not Applicable.
 

Page 6 of 7 Pages



 
     
Item 10.
Certification.
 
     
              By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
 
SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.

Dated: January 18, 2008
JGD MANAGEMENT CORP.


By:    /s/ Adam J. Semler                      
Adam J. Semler
Chief Financial Officer


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