-----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, CaBoxkGCIaNqx+xhmI131OfOTe2TdBmx2p3AqopwZOgJzfXPjHG7CHDeMT3BwlKb Ou22dywspFhkVChPt7LJxA== 0000919574-09-015852.txt : 20091027 0000919574-09-015852.hdr.sgml : 20091027 20091027163033 ACCESSION NUMBER: 0000919574-09-015852 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091027 DATE AS OF CHANGE: 20091027 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERMILLION, INC. CENTRAL INDEX KEY: 0000926617 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 330595156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60711 FILM NUMBER: 091139574 BUSINESS ADDRESS: STREET 1: 6611 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 5105052100 MAIL ADDRESS: STREET 1: 6611 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: CIPHERGEN BIOSYSTEMS INC DATE OF NAME CHANGE: 20000316 FORMER COMPANY: FORMER CONFORMED NAME: ABIOTIC SYSTEMS DATE OF NAME CHANGE: 19950407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHRONESIS PARTNERS L P CENTRAL INDEX KEY: 0000937074 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 130 EAST CHESTNUT STREET STREET 2: SUITE 403 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 614-224-3800 MAIL ADDRESS: STREET 1: 130 EAST CHESTNUT STREET STREET 2: SUITE 403 CITY: COLUMBUS STATE: OH ZIP: 43215 SC 13G/A 1 d1039200_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Amendment No. 1 (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) VERMILLION, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 ------------------------------------------------------------------------------- (Title of Class of Securities) 17252Y104 ------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ---------- (1) 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 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. 17252Y104 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Phronesis 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 878,153 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 878,153 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 878,153 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.0% 12. TYPE OF REPORTING PERSON* PN CUSIP No. 17252Y104 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James Wiggins 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 878,153 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 878,153 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 878,153 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.0% 12. TYPE OF REPORTING PERSON* IN, IA CUSIP No. 17252Y104 --------- Item 1(a). Name of Issuer: Vermillion, Inc.(the "Issuer") ------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 6611 Dumbarton Circle Fremont, CA 94555 ------------------------------------------------------------------- Item 2(a). Name of Persons Filing: James Wiggins Phronesis Partners, L.P. ------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: 130 East Chestnut Street Suite 403 Columbus, OH 43221 ------------------------------------------------------------------- Item 2(c). Citizenship: Delaware Limited Partnership United States citizen ------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock, par value $.001 (the "Common Stock") ------------------------------------------------------------------- Item 2(e). CUSIP Number: 17252Y104 ------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 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 Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (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; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). 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: 878,153 shares beneficially owned by Phronesis Partners, L.P. 878,153 shares beneficially owned by James Wiggins ------------------------------------------------------------------- (b) Percent of class: 12.0% by Phronesis Partners, L.P. 12.0% by James Wiggins. ------------------------------------------------------------------- (c) Number of shares as to which such person has: Phronesis Partners, L.P.: (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 878,153 ---------------------, (iii) Sole power to dispose or to direct the 0 disposition of ---------------------, (iv) Shared power to dispose or to direct the 878,153 disposition of ---------------------, James Wiggins: (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 878,153 ---------------------, (iii) Sole power to dispose or to direct the 0 disposition of ---------------------, (iv) Shared power to dispose or to direct the disposition of 878,153 ---------------------. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ---------------------------------------------------------------------- Item 10. Certifications. By signing below we certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. PHRONESIS PARTNERS, L.P. By: /s/James Wiggins ----------------------- JAMES WIGGINS General Partner /s/James Wiggins*** ----------------------- James Wiggins *** The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interest therein. Date: October 27, 2009 Exhibit A AGREEMENT The undersigned agree that this Schedule 13G, dated October 27, 2009, relating to the Common Stock, par value $.001 per share of Vermillion, Inc., shall be filed on behalf of the undersigned. PHRONESIS PARTNERS, L.P. By: /s/ James Wiggins ----------------------- James Wiggins, General Partner /s/ James Wiggins ----------------------- James Wiggins SK 00532 0001 1039200 -----END PRIVACY-ENHANCED MESSAGE-----