SC 13G/A 1 dsc13ga.txt ROBERT L. RUSCHER SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 3 Salix Pharmaceuticals, Ltd. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 795435 10 06 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2001 -------------------------------------------------------------------------------- (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) ------------------------ The information required on 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. CUSIP No. 795435 10 06 ------------ -------------------------------------------------------------------------------- 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Robert P. Ruscher -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) ____ Not Applicable (b) ____ -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States -------------------------------------------------------------------------------- 5. Sole Voting Power Number of 629,102 Shares Beneficially ----------------------------------------------------- Owned By 6. Shared Voting Power Each Reporting Person with ----------------------------------------------------- 7. Sole Dispositive Power 629,102 ----------------------------------------------------- 8. Shared Dispositive Power -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 629,102 -------------------------------------------------------------------------------- Page 2 of 7 Pages CUSIP No. 795435 10 06 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 3.76% -------------------------------------------------------------------------------- 12. Type of Reporting Person IN -------------------------------------------------------------------------------- Page 3 of 7 Pages Item 1(a) Name of Issuer Salix Pharmaceuticals, Ltd Item 1(b) Address of Issuer's Principal Executive Offices 8540 Colonnade Center Drive, Suite 501, Raleigh, North Carolina 27615 Item 2(a) Name of Person Filing Robert P. Ruscher Item 2(b) Address of Principal Business Office, or, if None, Residence 7808 Hardwick Drive, Raleigh, North Carolina 27615 Item 2(c) Citizenship United States Item 2(d) Title of Class of Securities Common Stock Item 2(e) CUSIP Number 795435 10 06 Item 3. If this Statement is filed pursuant to ss.240.13d-1(b) or ss.240.13d-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 advisor in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); Page 4 of 7 Pages (g) [ ] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (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 ss.240.13d-1(b)(1)(ii)(J). [ X ] NOT APPLICABLE Item 4. Ownership (a) Amount beneficially owned: At December 31, 2001 Mr. Ruscher beneficially owned an aggregate of 629,102 shares of the Issuer's common stock which includes options to purchase 16,000 shares of the Issuer's common stock that were exercisable within 60 days of December 31, 2001. (b) Percent of class: 3.76% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 629,102 (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: 629,102 (iv) Shared power to dispose or to direct the disposition of: 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: [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Page 5 of 7 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company 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 (a) Not Applicable (b) 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. Page 6 of 7 Pages 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. February 14, 2002 --------------------- Date /s/ Robert P. Ruscher --------------------- Page 7 of 7 Pages