-----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, BDv93Y6g7K36u5m8EhjozP6N3HOm6mplPyKusAb0uLdeW9gqAHvTliJetuYXXi+A eorwE61mUg/us1XwwXkcyg== 0001144204-07-052151.txt : 20071001 0001144204-07-052151.hdr.sgml : 20071001 20071001165312 ACCESSION NUMBER: 0001144204-07-052151 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071001 DATE AS OF CHANGE: 20071001 GROUP MEMBERS: ARTHUR COHEN GROUP MEMBERS: HEALTHCOR ASSOCIATES, LLC GROUP MEMBERS: HEALTHCOR CAPITAL, L.P. GROUP MEMBERS: HEALTHCOR GROUP, LLC GROUP MEMBERS: HEALTHCOR HYBRID OFFSHORE, LTD. GROUP MEMBERS: HEALTHCOR L.P. GROUP MEMBERS: HEALTHCOR OFFSHORE, LTD. GROUP MEMBERS: HEALTHCOR STRATEGIC, LLC GROUP MEMBERS: JOSEPH HEALEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIMERIS INC CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52299 FILM NUMBER: 071146445 BUSINESS ADDRESS: STREET 1: 3500 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: (919) 419-6050 MAIL ADDRESS: STREET 1: 3500 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HealthCor Management, L.P. CENTRAL INDEX KEY: 0001343781 IRS NUMBER: 202893581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-622-7888 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 v089215_sc13da.htm Unassociated Document
 
OMB APPROVAL
OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response...... 14.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 
Trimeris, Inc.
(Name of Issuer)
 
Common Stock, $0.001 Par Value Per Share
(Title Class of Securities)
 
896263100
(CUSIP Number)
HealthCor Management, L.P.
Carnegie Hall Tower
152 West 57th Street, 47th Floor
New York, New York 10019
Attention: Mr. Steven J. Musumeci
(212) 622-7888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 27, 2007
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 

 
 

 



CUSIP No. 896263100

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
HealthCor Management, L.P.
20-2893581
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ý
(b) ¨
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,895,590
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,895,590
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,895,590
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.54%
14
TYPE OF REPORTING PERSON
PN


 
 

 


CUSIP No. 896263100

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
HealthCor Associates, LLC
20-2891849
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  
(a) ý
(b) ¨
3
SEC USE ONLY
  
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,895,590
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,895,590
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,895,590
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.54%
14
TYPE OF REPORTING PERSON
OO- limited liability company


 
 

 


CUSIP No. 896263100

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
HealthCor Offshore, Ltd.
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ý
(b) ¨
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,475,285
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,475,285
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,285
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.15%
14
TYPE OF REPORTING PERSON
OO-limited company


 
 

 


CUSIP No. 896263100

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
HealthCor Hybrid Offshore, Ltd.
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ý
(b) ¨
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
600,043
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
600,043
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,043
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.70%
14
TYPE OF REPORTING PERSON
OO-limited company


 
 

 



CUSIP No. 896263100

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
HealthCor Group, LLC
51-0551771
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ý
(b) ¨
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
720,262
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
720,262
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,262
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.24%
14
TYPE OF REPORTING PERSON
OO-limited liability company


 
 

 


CUSIP No. 896263100

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
HealthCor Capital, L.P.
51-0551770
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ý
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
720,262
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
720,262
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,262
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.24%
14
TYPE OF REPORTING PERSON
PN


 
 

 


CUSIP No. 896263100

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
HealthCor L.P.
20-3240266
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
(a) ý
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
720,262
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
720,262
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,262
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.24%
14
TYPE OF REPORTING PERSON
PN


 
 

 



CUSIP No. 896263100
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
HealthCor Strategic, LLC
20-2891864
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ý
(b) ¨
3
SEC USE ONLY
   
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
100,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
100,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.45%
14
TYPE OF REPORTING PERSON
OO- limited liability company


 
 

 


CUSIP No. 896263100
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
Arthur Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  
(a) ý
(b) ¨
3
SEC USE ONLY
  
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,895,590
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,895,590
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,895,590
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.54%
14
TYPE OF REPORTING PERSON
IN


 
 

 


 

CUSIP No. 896263100
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
Joseph Healey
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  
(a) ý
(b) ¨
3
SEC USE ONLY
  
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,895,590
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,895,590
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,895,590
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.54%
14
TYPE OF REPORTING PERSON
IN


 
 

 

This Amendment No. 3 to the Schedule 13D filed by HealthCor Management, L.P, HealthCor Associates, LLC, HealthCor Offshore, Ltd., HealthCor Hybrid Offshore, Ltd., HealthCor Group, LLC, HealthCor Capital, L.P., HealthCor, L.P., Joseph Healey and Arthur Cohen (collectively “HealthCor”) on August 8, 2007 (as corrected by the amendment filed on August 9, 2007), the Amendment No. 1 to the Schedule 13D filed by HealthCor on August 14, 2007 and the Amendment No. 2 to the Schedule 13D filed by HealthCor on September 25, 2007, is being filed to update the responses to Items 3 and 5(c) therein.

Item 1. Security and Issuer

No change.

Item 2. Identity and Background

No change.

Item 3. Source and Amount of Funds or Other Consideration

The total amount HealthCor has paid for the shares of Common Stock acquired in the transactions reported under Item 5(c) below is $1,362,007. Other than that, there is no change to this Item 3.

Item 4. Purpose of Transaction

No change.

Item 5. Interest in Securities of the Issuer

(a) - (b) No change.

(c) HealthCor made the following open-market purchases of shares of Common Stock on September 27, 2007 and September 28, 2007:

Date
 
Number of Shares
 
Price Per Share
 
09/27/07
   
33,746
   
7.394
 
09/28/07
   
145,590
   
7.641
 

(d) No change.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

No change.

Item 7. Material to Be Filed as Exhibits

None.

 
 

 

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.

Date:
October 1, 2007
   
       
 
HealthCor Management, L.P., for itself and as manager on behalf of (i) HealthCor Offshore, Ltd., (ii) HealthCor Hybrid Offshore, Ltd. and (iii) HealthCor Strategic, LLC
 
HealthCor Associates, LLC
     
By:___________________________
By: 
HealthCor Associates, LLC, its general partner
 
Name: Steven J. Musumeci
Title: Chief Operating Officer
       
 
By:___________________________
   
 
Name: Steven J. Musumeci
 
HealthCor Group, LLC
 
Title: Chief Operating Officer
   
     
By:___________________________
 
HealthCor Capital, L.P., for itself and as general partner on behalf of HealthCor, L.P.
 
Name: Steven J. Musumeci
Title: Chief Operating Officer
       
By: 
HealthCor Group, LLC, its general partner
   
     
_________________________________
Joseph Healey, Individually
 
By:___________________________
   
 
Name: Steven J. Musumeci
Title: Chief Operating Officer
 
_____________________________
Arthur Cohen, Individually
       
       

-----END PRIVACY-ENHANCED MESSAGE-----