-----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, OaG2vSMHph3SATX4oi2mNiJUcVwP6620GXWbK33Uo40xSYngg64fgTd2sNFqwd8f q5VtvjnEna2dMU02lUFA6A== 0000905718-07-000216.txt : 20070703 0000905718-07-000216.hdr.sgml : 20070703 20070703172846 ACCESSION NUMBER: 0000905718-07-000216 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070703 DATE AS OF CHANGE: 20070703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENAERA CORP CENTRAL INDEX KEY: 0000880431 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133445668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42170 FILM NUMBER: 07962282 BUSINESS ADDRESS: STREET 1: 5110 CAMPUS DR CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 6109415231 MAIL ADDRESS: STREET 1: 5110 CAMPUS DRIVE CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 FORMER COMPANY: FORMER CONFORMED NAME: MAGAININ PHARMACEUTICALS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xmark Opportunity Partners, LLC CENTRAL INDEX KEY: 0001347039 IRS NUMBER: 202052197 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 301 TRESSER BOULEVARD STREET 2: SUITE 1320 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-653-2500 MAIL ADDRESS: STREET 1: 301 TRESSER BOULEVARD STREET 2: SUITE 1320 CITY: STAMFORD STATE: CT ZIP: 06901 SC 13D/A 1 genaera13dam2.txt SC13DAM2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* GENAERA CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.002 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 36867G100 - -------------------------------------------------------------------------------- (CUSIP Number) Mitchell D. Kaye Xmark Opportunity Partners, LLC 301 Tresser Boulevard, Suite 1320 Stamford, CT 06901 (203) 653-2500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 25, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *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). Cusip No. 36867G100 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Xmark Opportunity Partners, LLC 20-2052197 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): AF, WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 2,575,009* ------------------------------------ Shares Beneficially 8) Shared Voting Power: ------------------------------------ Owned by Each Reporting 9) Sole Dispositive Power: 2,575,009* ------------------------------------ Person With 10) Shared Dispositive Power: ------------------------------------ - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,575,009* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 14.8%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- * Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member of the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), and, as such, possesses sole power to vote and direct the disposition of all securities of Genaera Corporation, a Delaware corporation (the "Company"), held by Opportunity LP and Opportunity Ltd. Opportunity Partners is the investment manager of Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by JV Partners. Mitchell D. Kaye and David C. Cavalier, the Chief Executive Officer and Chief Operating Officer, respectively, of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. As of June 25, 2007, Opportunity LP held 433,240 shares of common stock, $0.002 par value per share (the "Common Shares"), of the Company, and warrants to purchase up to 210,375 Common Shares of the Company at an exercise price of $3.6606 per share and up to 12,500 Common Shares of the Company at an exercise price of $18.90 per share. As of June 25, 2007, Opportunity Ltd held 879,904 Common Shares of the Company and warrants to purchase up to 411,205 Common Shares of the Company at an exercise price of $3.6606 per share and up to 12,500 Common Shares of the Company at an exercise price of $18.90 per share. As of June 25, 2007, JV Partners held 1,261,865 Common Shares of the Company and warrants to purchase up to 27,500 Common Shares of the Company at an exercise price of $18.90 per share. All of the warrants provide that the holder does not have the right to exercise any portion of the warrant, to the extent that after giving effect to such exercise, such holder would beneficially own in excess of 4.99% of the number of Common Shares of the Company outstanding immediately after giving effect to such exercise. Based upon information set forth in the Company's most recent Quarterly Report on Form 10Q, as filed with the Securities and Exchange Commission on May 1, 2007, there were 104,677,789 (or 17,446,298 as a result of the below-mentioned reverse split) Common Shares of the Company issued and outstanding as of April 30, 2007. The Company implemented a reverse split of its common stock effective at the close of trading on May 11, 2007. As a result of the reverse stock split, every six shares of the Company's common stock were combined into one share of the Company's common stock. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Opportunity Partners is deemed to beneficially own 2,575,009 Common Shares of the Company, or 14.8% of the Common Shares of the Company deemed issued and outstanding as of June 25, 2007. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- All funds used to purchase the Common Shares and warrants on behalf of the Funds have come directly from the assets of the Funds. See Item 5 for further information. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon information set forth in the Company's most recent Quarterly Report on Form 10Q, as filed with the Securities and Exchange Commission on May 1, 2007, there were 104,677,789 (or 17,446,298 as a result of the below-mentioned reverse split) Common Shares of the Company issued and outstanding as of April 30, 2007. The Company implemented a reverse split of its common stock effective at the close of trading on May 11, 2007. As a result of the reverse stock split, every six shares of the Company's common stock were combined into one share of the Company's common stock. As of June 25, 2007, Opportunity LP held 433,240 Common Shares of the Company, and warrants to purchase up to 210,375 Common Shares of the Company at an exercise price of $3.6606 per share and up to 12,500 Common Shares of the Company at an exercise price of $18.90 per share. As of June 25, 2007, Opportunity Ltd held 879,904 Common Shares of the Company and warrants to purchase up to 411,205 Common Shares of the Company at an exercise price of $3.6606 per share and up to 12,500 Common Shares of the Company at an exercise price of $18.90 per share. As of June 25, 2007, JV Partners held 1,261,865 Common Shares of the Company and warrants to purchase up to 27,500 Common Shares of the Company at an exercise price of $18.90 per share. All of the warrants provide that the holder does not have the right to exercise any portion of the warrant, to the extent that after giving effect to such exercise, such holder would beneficially own in excess of 4.99% of the number of Common Shares of the Company outstanding immediately after giving effect to such exercise. Opportunity Partners possesses sole power to vote and direct the disposition of all securities of the Company held by the Funds. Messrs. Kaye and Cavalier share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Opportunity Partners is deemed to beneficially own 2,575,009 Common Shares of the Company, or 14.8% of the Common Shares of the Company deemed issued and outstanding as of June 25, 2007. During the sixty (60) days on or prior to June 25, 2007, the below-listed transactions in the Common Shares of the Company, or securities exercisable for Common Shares of the Company, were consummated by the persons referenced in Item 2. More specifically, all of the below-listed transactions in the Common Shares of the Company were acquisitions and were effected by the Funds in ordinary brokerage transactions. Number of Purchase Price Date Shares Security Type per Share ($) ---- --------- ------------- -------------- 6/25/2007 50,000 Common Shares 2.4988 6/25/2007 50,000 Common Shares 2.5250 6/25/2007 135,000 Common Shares 2.4837 6/21/2007 6,000 Common Shares 2.7479 6/20/2007 12,000 Common Shares 2.7305 6/19/2007 1,900 Common Shares 2.7558 6/18/2007 5,000 Common Shares 2.7361 6/15/2007 15,000 Common Shares 2.8186 6/13/2007 5,000 Common Shares 2.8374 6/12/2007 22,500 Common Shares 2.8534 6/11/2007 4,000 Common Shares 2.8800 6/5/2007 10,000 Common Shares 2.8010 5/31/2007 5,148 Common Shares 3.0997 5/29/2007 6,000 Common Shares 2.9667 5/25/2007 3,000 Common Shares 2.9807 Except for the transactions listed above, none of the persons referenced in Item 2 traded securities of the Company during the sixty (60) days on or prior to June 25, 2007. 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. July 3, 2007 XMARK OPPORTUNITY PARTNERS, LLC By: XMARK CAPITAL PARTNERS, LLC, its Managing Member By: /s/ Mitchell D. Kaye ------------------------------- Name: Mitchell D. Kaye Title: Chief Executive Officer ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----