0001178913-11-000877.txt : 20110325
0001178913-11-000877.hdr.sgml : 20110325
20110325180340
ACCESSION NUMBER: 0001178913-11-000877
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110323
FILED AS OF DATE: 20110325
DATE AS OF CHANGE: 20110325
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SENATOR RON
CENTRAL INDEX KEY: 0001496202
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33438
FILM NUMBER: 11713485
MAIL ADDRESS:
STREET 1: PLATINUM HOUSE, 21 HA'ARBA'AH STREET
CITY: TEL AVIV
STATE: L3
ZIP: 64739
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BREEN DORON
CENTRAL INDEX KEY: 0001496203
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33438
FILM NUMBER: 11713488
MAIL ADDRESS:
STREET 1: PLATINUM HOUSE, 21 HA'ARBA'AH STREET
CITY: TEL AVIV
STATE: L3
ZIP: 64739
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MOR ISRAEL
CENTRAL INDEX KEY: 0001496204
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33438
FILM NUMBER: 11713486
MAIL ADDRESS:
STREET 1: PLATINUM HOUSE, 21 HA'ARBA'AH STREET
CITY: TEL AVIV
STATE: L3
ZIP: 64739
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NeurogesX Inc
CENTRAL INDEX KEY: 0001385830
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 943307935
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2215 BRIDGEPOINTE PARKWAY
STREET 2: SUITE 200
CITY: SAN MATEO
STATE: CA
ZIP: 94404
BUSINESS PHONE: 650-358-3300
MAIL ADDRESS:
STREET 1: 2215 BRIDGEPOINTE PARKWAY
STREET 2: SUITE 200
CITY: SAN MATEO
STATE: CA
ZIP: 94404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPHERA FUNDS MANAGEMENT LTD.
CENTRAL INDEX KEY: 0001496201
STATE OF INCORPORATION: L3
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33438
FILM NUMBER: 11713487
BUSINESS ADDRESS:
STREET 1: PLATINUM HOUSE, 21 HA'ARBA'AH STREET
CITY: TEL AVIV
STATE: L3
ZIP: 64739
BUSINESS PHONE: 972-3-6845535
MAIL ADDRESS:
STREET 1: PLATINUM HOUSE, 21 HA'ARBA'AH STREET
CITY: TEL AVIV
STATE: L3
ZIP: 64739
4
1
zk1109649.xml
X0303
4
2011-03-23
0
0001385830
NeurogesX Inc
NGSX
0001496203
BREEN DORON
C/O SPHERA FUNDS MANAGEMENT LTD.,
PLATINUM HOUSE, 21 HA'ARBA'AH ST.
TEL AVIV
L3
ISRAEL
0
0
0
1
member of 10% owner group
0001496201
SPHERA FUNDS MANAGEMENT LTD.
PLATINUM HOUSE, 21 HA'ARBA'AH ST.
TEL AVIV
L3
ISRAEL
0
0
0
1
member of 10% owner group
0001496204
MOR ISRAEL
C/O SPHERA FUNDS MANAGEMENT LTD.,
PLATINUM HOUSE, 21 HA'ARBA'AH ST.
TEL AVIV
L3
ISRAEL
0
0
0
1
member of 10% owner group
0001496202
SENATOR RON
C/O SPHERA FUNDS MANAGEMENT LTD.,
PLATINUM HOUSE, 21 HA'ARBA'AH ST.
TEL AVIV
L3
64739
ISRAEL
0
0
0
1
member of 10% owner group
Common Stock
2011-03-23
4
S
0
17575
4.0045
D
246117
I
By Sphera Master Fund L.P.
Common Stock
2011-03-23
4
S
0
4125
4.0045
D
60077
I
By Puma Sphera Master Fund
Common Stock
2011-03-23
4
S
0
12100
4.0113
D
674646
I
By Sphera Global Healthcare Master Fund
These securities are beneficially owned by Sphera Global Healthcare Fund, which invests substantially all of its assets in Sphera Global Healthcare Master Fund. Sphera Global Healthcare Fund and Sphera Global Healthcare Master Fund have delegated all investment decision-making to Sphera Global Healthcare Management L.P. (the "Management Company"). The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd. (the "General Partner"), the shares of which are owned 50% by M. Arkin (1999) Ltd. (the "1999 Company") and 50% by Sphera Funds Management Ltd. ("SFML").
The 1999 Company, wholly-owned by Moshe Arkin, and SFML are each entitled to appoint two members to the board of directors of the General Partner (the "Board of Directors") and two members to the investment committee of the Management Company (the "Investment Committee"). No decision can be made by either the Board of Directors or the Investment Committee without the consent of both Mr. Arkin's designees and the designees of SFML (Sphera Global Healthcare Fund, Sphera Global Healthcare Master Fund, the Management Company, and the General Partner are referred to collectively in this Form 3 as "Healthcare Fund Entities"). In addition, 62.08% of the shares of SFML are owned by companies controlled or wholly-owned by the three founders of SFML, Israel Mor, Doron Breen, and Ron Senator, each of whom currently serves as a director of SFML.
SFML, Mr. Mor, Mr. Breen, and Mr. Senator may also be considered the beneficial owners of shares held by Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P., each of which invest substantially all of its assets in Sphera Master Fund L.P. ("Sphera Master"). SFML owns 100% of Sphera Fund G.P. Ltd., which acts as the general partner of Sphera GP L.P., which in turn serves as the general partner of Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P. Sphera GP L.P. has delegated its investment management authority with respect to Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P. to SFML (Sphera Master Fund L.P., Sphera Fund L.P., Sphera Fund (NIS) L.P., Sphera Fund - Global L.P., Sphera GP L.P., and Sphera Fund G.P. Ltd. are referred to collectively in this Form 4 as "Sphera Fund Entities").
SFML, Mr. Mor, Mr. Breen, and Mr. Senator may also be considered the beneficial owners of shares held by Puma Sphera, which invests substantially all of its assets in Puma Sphera Master Fund, which in turn has appointed Puma Sphera Management (Cayman) Limited to provide investment management services to Puma Sphera and Puma Sphera Master Fund. Pursuant to an agreement, SFML provides Puma Sphera Management (Cayman) Limited with certain investment services, including the power to make investment decisions guided by a trading strategy adopted by Puma Sphera Management (Cayman) Limited (Puma Sphera, Puma Sphera Master Fund, and Puma Sphera Management (Cayman) Limited are referred to collectively in this Form 4 as "Puma Fund Entities").
The filing of this Form 4 shall not be construed as an admission that SFML, Mr. Breen, Mr. Mor, or Mr. Senator is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock of the Company owned by the Healthcare Fund Entities, the Sphera Fund Entities, or the Puma Fund Entities. Pursuant to Rule 16a-1, SFML, Mr. Breen, Mr. Mor, and Mr. Senator disclaims beneficial ownership of the shares of the Company reported herein that are beneficially owned by the Healthcare Fund Entities, the Sphera Fund Entities, or the Puma Fund Entities, except to the extent of their pecuniary interest therein.
Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of SFML, Mr. Breen, Mr. Mor, and Mr. Senator disclaims the existence of any such group. Exhibit List: Exhibit 24.1 - Unanimous Written Resolution of the Directors of the Company, Sphera Funds Management Ltd. (incorporated herein by reference to Exhibit 24.1 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on July 29, 2010). Exhibit 24.2 - Confirming Statement by Doron Breen (incorporated herein by reference to Exhibit 24.2 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on July 29, 2010). Exhibit 24.3 - Confirming Statement by Israel Mor (incorporated herein by reference to Exhibit 24.3 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on July 29, 2010). Exhibit 24.4 - Confirming Statement by Ron Senator (incorporated herein by reference to Exhibit 24.4 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on July 29, 2010).
Sphera Funds Management Ltd., By: /s/ Doron Breen, Director
2011-03-24
By Doron Breen, By: /s/ Doron Breen
2011-03-24
By Israel Mor, By: /s/ Doron Breen, attorney-in-fact
2011-03-24
By Ron Senator, By: /s/ Doron Breen, attorney-in-fact
2011-03-24