-----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, TF2r/bcrZEz/rR2wZz4G6DZ/Um4zwFCvhYyJoEPqi0jlhrKtafikROczuCmZ2eip CdeGOT75AB3M+ALLDzK9+A== 0000902664-03-001723.txt : 20031113 0000902664-03-001723.hdr.sgml : 20031113 20031113162125 ACCESSION NUMBER: 0000902664-03-001723 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTREMED INC CENTRAL INDEX KEY: 0000895051 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 581959440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46247 FILM NUMBER: 03998408 BUSINESS ADDRESS: STREET 1: 9640 MEDICAL CNTR DR STREET 2: STE 200 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012179858 MAIL ADDRESS: STREET 1: 9640 MEDICAL CNTR SR STREET 2: STE 200 CITY: ROCKVILLE STATE: MD ZIP: 20850 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENNIUM PARTNERS L P CENTRAL INDEX KEY: 0000851909 IRS NUMBER: 133521699 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT LLC STREET 2: 666 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 2128414000 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT LLC STREET 2: 666 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10103 SC 13G 1 srz9540293v1.txt ENTREMED, INC. SC 13G UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* EntreMed, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 29382F103 (CUSIP Number) November 3, 2003 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] 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 purposes 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 6 Pages CUSIP No. 29382F103 13G Page 2 of 6 Pages - ------------------------------------------------------------------------ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Millennium Partners, L.P. - ------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------------------ NUMBER OF (5) SOLE VOTING POWER 2,164,980 SHARES _________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 0 OWNED BY _________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 2,164,980 REPORTING _________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,164,980 - ------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.82% - ------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON ** PN - ------------------------------------------------------------------------ ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 29382F103 13G Page 3 of 6 Pages Item 1. (a) Name of Issuer EntreMed, Inc., a Delaware corporation (the "Company"). (b) Address of Issuer's Principal Executive Offices: 9640 Medical Center Drive Rockville, Maryland 20850 Item 2(a). Name of Person Filing: Millennium Partners, L.P. Item 2(b). Address of Principal Business Office: c/o Millennium Management, L.L.C. 666 Fifth Avenue New York, New York 10103 Item 2(c). Citizenship: Cayman Islands Item 2(d) Title of Class of Securities: Common Stock, par value $0.01 per share ("Common Stock") Item 2(e) CUSIP Number: 29382F103 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) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); CUSIP No. 29382F103 13G Page 4 of 6 Pages (i) [ ] 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) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] 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: As of the date of this filing, the Reporting Person may be deemed the beneficial owner of (i) 1,883,387 shares of Common Stock held outright by Riverview Group, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Reporting Person ("Riverview") and (ii) 281,593 shares of Common Stock currently issuable to Riverview upon the exercise of certain warrants. (b) Percent of class: Approximately 5.82% as of the date of this filing. (Based on the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, there were 31,648,141 shares of Common Stock issued and outstanding as of August 7, 2003. In addition, (i) as indicated in the Company's Form 8-K filed on November 4, 2003, the Company issued 5,250,000 shares of Common Stock on November 3, 2003 and (ii) Riverview holds the warrants to purchase 281,593 shares of Common Stock referred to in Item 4(a) above.) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,164,980 shares of Common Stock. (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 2,164,980 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class Not applicable. CUSIP No. 29382F103 13G Page 5 of 6 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. The 1,883,387 shares of Common Stock and the warrants to purchase 281,593 shares of Common Stock referred to in Item 4(a) above are held by Riverview. Item 8. Identification and Classification of Members of the Group This statement is filed by: Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below the undersigned certifies that, to the best of its 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. CUSIP No. 29382F103 13G Page 6 of 6 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: November 13, 2003 MILLENNIUM PARTNERS, L.P. By: /s/ Robert Williams ---------------------------------- Name: Robert Williams Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----