| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GENITOPE CORP [ GTOP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/08/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/08/2006 | P | 162,075(1)(2)(3)(4)(5) | A | $2.89 | 5,251,748(1)(2)(3)(4)(6) | I | See Footnotes(1)(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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. This statement is filed by and on behalf of each of: (a) CPMG, Inc. ("CPMG"); (b) Cardinal Investment Company, Inc. Profit Sharing Plan (the "Plan"); and (c) Edward W. Rose III. Pursuant to an investment advisory agreement between CPMG, on the one hand, and each such CPMG Fund (defined below), on the other hand, CPMG serves as an investment adviser to each of the following entities |
| 2. (each, a "CPMG Fund" and, collectively, the "CPMG Funds"): (i) Cardinal Partners 2000, L.P., a Texas limited partnership ("Cardinal Partners 2000"); (ii) Cardinal Partners, L.P., a Texas limited partnership ("Cardinal Partners"); (iii) CD Fund, L.P., a Texas limited partnership ("CD Fund"); (iv) CS Offshore Fund, Ltd., a Cayman Islands exempted company ("CS Offshore"); (v) CY Offshore Fund, Ltd., a Cayman Islands exempted company ("CY Offshore"); (vi) Fintan Master Fund, Ltd., a Cayman Islands exempted company ("Fintan"); (vii) George Kaiser Family Foundation, an Oklahoma not-for-profit foundation (the "Foundation"); and (viii) Kaiser-Francis Oil Company, a Delaware corporation ("Kaiser-Francis"). |
| 3. CPMG may be deemed to be an indirect beneficial owner of shares of common stock of the issuer beneficially owned and/or held by or for the account or benefit of any CPMG Fund. CPMG expressly disclaims beneficial ownership of shares of common stock of the issuer beneficially owned and/or held by or for the account or benefit of any CPMG Fund, except to the extent of the pecuniary interest of CPMG in such shares. Mr. Rose is the sole director and a shareholder of CPMG and the sole trustee and a beneficiary of the Plan. Mr. Rose may be deemed to be an indirect beneficial owner of shares of common stock of the issuer beneficially owned and/or held by or for the account or benefit of CPMG and/or the Plan. Mr. Rose expressly disclaims beneficial ownership of shares of common stock of the issuer beneficially owned and/or held by or for the account or benefit of CPMG and/or the Plan, except to the extent of the pecuniary interest of Mr. Rose in such shares. |
| 4. Each of the reporting persons states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any equity securities covered by this statement. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer. |
| 5. On September 8, 2006, the following number of shares were purchased by and/or for the account or benefit of the person(s) indicated: (i) Cardinal Partners 2000 - 24,780 shares; (ii) Cardinal Partners - 20,330 shares; (iii) CD Fund - 7,780 shares; (iv) CS Offshore - 22,060 shares; (v) CY Offshore - 55,610 shares; (vi) Fintan - 3,570 shares; (vii) the Foundation - 21,950 shares; and (viii) the Plan - 5,995 shares. |
| 6. Includes the following number of shares beneficially owned directly and/or held by or for the account or benefit of the person(s) indicated: (i) Cardinal Partners 2000 - 696,930 shares; (ii) Cardinal Partners - 568,688 shares; (iii) CD Fund - 243,218 shares; (iv) CS Offshore - 697,500 shares; (v) CY Offshore - 1,736,790 shares; (vi) Fintan - 110,996 shares; (vii) the Foundation - 536,710 shares; (viii) Kaiser-Francis - 162,610 shares; and (ix) the Plan - 169,676 shares. Also includes 328,630 shares beneficially owned directly by Mr. Rose. |
| Remarks: |
| Exhibit 99.1 - Joint Filing Agreement dated August 10, 2006 among CPMG, Inc., Cardinal Investment Company, Inc. Profit Sharing Plan, and Edward W. Rose III (incorporated by reference from Exhibit 99.1 to that certain Form 3 filed by the reporting persons on August 10, 2006 with respect to the issuer) |
| /s/ Kent McGaughy, President | 09/12/2006 | |
| ** 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 4 (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. | ||