-----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, D3uOXDWHdI31u+FWbmJzffhPLEVUI3TfDCiB5Hrw6BQJBk5eZ4MZ1uNiYLDCeI/g +vykctquD/nh/FF6YAGTPg== 0000905718-04-000002.txt : 20040107 0000905718-04-000002.hdr.sgml : 20040107 20040107094538 ACCESSION NUMBER: 0000905718-04-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALENTIS INC CENTRAL INDEX KEY: 0000932352 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943156660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53479 FILM NUMBER: 04511794 BUSINESS ADDRESS: STREET 1: 863A MITTEN RD CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6506971900 MAIL ADDRESS: STREET 1: 863A MITTEN ROAD CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER COMPANY: FORMER CONFORMED NAME: MEGABIOS CORP DATE OF NAME CHANGE: 19960716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN SIMPSON ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001118481 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 W 57TH ST 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122478200 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 W 57TH ST 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 valentis13g.txt 13G FOR VALENTIS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 VALENTIS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 91913E302 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 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 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. 91913E302 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Xmark Asset Management, LLC 13-3954392 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: New York, United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: ** (6) Shared Voting Power: ** (7) Sole Dispositive Power: ** (8) Shared Dispositive Power: ** - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 700,000** - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 7.8%** - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- ** Xmark Asset Management, LLC, a New York limited liability company ("XAM"), serves as investment manager for each of Xmark Fund, L.P., a Delaware limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands exempted company ("Xmark Ltd"). In such capacity, XAM possesses the power to vote and direct the disposition of all securities held by Xmark LP and Xmark Ltd. Xmark LP is the holder of (i) 186,150 shares of common stock, par value $0.001 per share (the "Common Stock"), of Valentis, Inc., a Delaware corporation (the "Company") and (ii) warrants (the "Xmark LP Warrants") which, subject to certain restrictions contained therein, entitle Xmark LP to purchase up to an aggregate of 74,460 shares of Common Stock at an exercise price of $3.00 per share, which exercise price is subject to adjustment as set forth in the Xmark LP Warrants. Xmark Ltd is the holder of (i) 313,850 shares of Common Stock and (ii) warrants (the "Xmark Ltd Warrants) which, subject to certain restrictions contained therein, entitle Xmark Ltd to purchase an aggregate of up to 125,540 shares of Common Stock at an exercise price of $3.00 per share, which exercise price is subject to adjustment as set forth in the Xmark Ltd Warrants. Thus, as of December 31, 2003, for the purposes of Reg. Section 240.13d-3, XAM may be deemed to beneficially own 700,000 shares of Common Stock, or 7.8% of the Common Stock deemed issued and outstanding as of that date. Item 1(a). Name Of Issuer: Valentis, Inc.. Item 1(b). Address of Issuer's Principal Executive Offices: 863A Mitten Road, Burlingame, California 94010 Item 2(a). Name of Person Filing: Xmark Asset Management, LLC. Item 2(b). Address of Principal Business Office or, if None, Residence: 152 West 57th Street, 21st Floor, New York, New York 10019. Item 2(c). Citizenship: Xmark Asset Management, LLC is a New York limited liability company. Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 per share. Item 2(e). CUSIP No.: 91913E302 Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned (as of December 31, 2003): 700,000** (b) Percent of Class (as of December 31, 2003): 7.8%** - -------- ** Xmark Asset Management, LLC, a New York limited liability company ("XAM"), serves as investment manager for each of Xmark Fund, L.P., a Delaware limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands exempted company ("Xmark Ltd"). In such capacity, XAM possesses the power to vote and direct the disposition of all securities held by Xmark LP and Xmark Ltd. Xmark LP is the holder of (i) 186,150 shares of common stock, par value $0.001 per share (the "Common Stock"), of Valentis, Inc., a Delaware corporation (the "Company") and (ii) warrants (the "Xmark LP Warrants") which, subject to certain restrictions contained therein, entitle Xmark LP to purchase up to an aggregate of 74,460 shares of Common Stock at an exercise price of $3.00 per share, which exercise price is subject to adjustment as set forth in the Xmark LP Warrants. Xmark Ltd is the holder of (i) 313,850 shares of Common Stock and (ii) warrants (the "Xmark Ltd Warrants) which, subject to certain restrictions contained therein, entitle Xmark Ltd to purchase an aggregate of up to 125,540 shares of Common Stock at an exercise price of $3.00 per share, which exercise price is subject to adjustment as set forth in the Xmark Ltd Warrants. Thus, as of December 31, 2003, for the purposes of Reg. Section 240.13d-3, XAM may be deemed to beneficially own 700,000 shares of Common Stock, or 7.8% of the Common Stock deemed issued and outstanding as of that date. (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote ** (ii) shared power to vote or to direct the vote ** (iii) sole power to dispose or to direct the disposition of ** (iv) shared power to dispose or to direct the disposition of ** Item 5. Ownership of Five Percent or Less of a Class Not Applicable. 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 Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my 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. 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. January 7, 2004 XMARK ASSET MANAGEMENT, LLC /s/ Mitchell D. Kaye Mitchell D. Kaye, Manager Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----