FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/21/2005 |
3. Issuer Name and Ticker or Trading Symbol
AEOLUS PHARMACEUTICALS, INC. [ AOLS.OB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 240,000 | D(1) | |
Common Stock | 170,000 | D(2) | |
Common Stock | 350,000 | D(3) | |
Common Stock | 760,000 | I | See footnotes(4)(6) |
Common Stock | 760,000 | I | See footnotes(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (7) | (7) | Common Stock, par value $0.01 per share | 74,000 | $1 | D(1) | |
Series A Convertible Preferred Stock | (7) | (7) | Common Stock, par value $0.01 per share | 48,000 | $1 | D(2) | |
Series A Convertible Preferred Stock | (7) | (7) | Common Stock, par value $0.01 per share | 115,664 | $1 | D(3) | |
Series A Convertible Preferred Stock | (7) | (7) | Common Stock, par value $0.01 per share | 237,664 | $1 | I | See footnote(4)(6) |
Series A Convertible Preferred Stock | (7) | (7) | Common Stock, par value $0.01 per share | 237,664 | $1 | I | See footnotes(5)(6) |
Warrants (right to purchase Common Stock) | 04/19/2004 | 04/19/2009 | Common Stock, par value $0.01 per share | 96,000 | $0.4 | D(1) | |
Warrants (right to purchase Common Stock) | 04/19/2004 | 04/19/2009 | Common Stock, par value $0.01 per share | 68,000 | $0.4 | D(2) | |
Warrants (right to purchase Common Stock) | 04/19/2004 | 04/19/2009 | Common Stock, par value $0.01 per share | 140,000 | $0.4 | D(3) | |
Warrants (right to purchase Common Stock) | 04/19/2004 | 04/19/2009 | Common Stock, par value $0.01 per share | 304,000 | $0.4 | I | See footnote(4)(6) |
Warrants (right to purchase Common Stock) | 04/19/2004 | 04/19/2009 | Common Stock, par value $0.01 per share | 304,000 | $0.4 | I | See footnote(5)(6) |
Warrants (right to purchase Common Stock) | 11/21/2005 | 11/21/2010 | Common Stock, par value $0.01 per share | 74,000 | $1 | D(1) | |
Warrants (right to purchase Common Stock) | 11/21/2005 | 11/21/2010 | Common Stock, par value $0.01 per share | 48,000 | $1 | D(2) | |
Warrants (right to purchase Common Stock) | 11/21/2005 | 11/21/2010 | Common Stock, par value $0.01 per share | 115,664 | $1 | D(3) | |
Warrants (right to purchase Common Stock) | 11/21/2005 | 11/21/2010 | Common Stock, par value $0.01 per share | 237,664 | $1 | I | See footnote(4)(6) |
Warrants (right to purchase Common Stock) | 11/21/2005 | 11/21/2010 | Common Stock, par value $0.01 per share | 237,664 | $1 | I | See footnotes(5)(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The shares of Common Stock, Preferred Stock, Warrants and the shares of Common Stock underlying the Preferred Stock and Warrants, as applicable, are directly beneficially owned by Biotechnology Value Fund, L.P., a Delaware limited partnership ("BVF"). |
2. The shares of Common Stock, Preferred Stock, Warrants and the shares of Common Stock underlying the Preferred Stock and Warrants, as applicable, are directly beneficially owned by Biotechnology Value Fund II, L.P., a Delaware limited partnership ("BVF2"). |
3. The shares of Common Stock, Preferred Stock, Warrants and the shares of Common Stock underlying the Preferred Stock and Warrants, as applicable, are directly beneficially owned by BVF Investments, L.L.C., a Delaware limited liability company ("Investments"). |
4. The shares of Common Stock, Preferred Stock, Warrants and the shares of Common Stock underlying the Preferred Stock and Warrants, as applicable, are indirectly beneficially owned by BVF Partners L.P., a Delaware limited partnership ("Partners"). Partners is the general partner of BVF and BVF2, and is the manager of Investments. |
5. The shares of Common Stock, Preferred Stock, Warrants and the shares of Common Stock underlying the Preferred Stock and Warrants, as applicable, are indirectly beneficially owned by BVF Inc., a Delaware corporation ("BVF Inc."), which is the general partner of Partners and is also an investment advisor to Partners. |
6. Pursuant to the operating agreement of Investments, Partners is authorized, among other things, to invest funds of Ziff Asset Management, L.P., the majority member of Investments, in the shares of Preferred Stock, Common Stock and Warrants described herein and to vote and exercise dispositive power over those securities. Mark N. Lampert is the sole shareholder and sole director of BVF Inc., and is an officer of BVF Inc. This joint filing on Form 3 shall not be deemed an admission that Mark N. Lampert is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this joint filing. Mr. Lampert disclaims beneficial ownership of all securities reported in this joint filing on Form 3, except to the extent that he has a pecuniary interest therein. |
7. The Series A Convertible Preferred Stock (the "Preferred Stock") is convertible into two shares of Common Stock at any time, at the holder's election, and has no expiration date. |
BVF PARTNERS L.P., By: BVF Inc., its General Partner, By: /s/ Mark N. Lampert, President | 02/10/2006 | |
BIOTECHNOLOGY VALUE FUND, L.P., By: BVF Partners L.P., its General Partner, By: BVF Inc., its General Partner, By: /s/ Mark N. Lampert, President | 02/10/2006 | |
BIOTECHNOLOGY VALUE FUND II, L.P., By: BVF Partners L.P., its General Partner, By: BVF Inc., its General Partner, By: /s/ Mark N. Lampert, President | 02/10/2006 | |
BVF INVESTMENTS, L.L.C., By: BVF Partners L.P., its Manager, By: BVF Inc., its General Partner, By: /s/ Mark N. Lampert, President | 02/10/2006 | |
BVF INC., By: /s/ Mark N. Lampert, President | 02/10/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |