0001178913-11-000930.txt : 20110330 0001178913-11-000930.hdr.sgml : 20110330 20110330095051 ACCESSION NUMBER: 0001178913-11-000930 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110328 FILED AS OF DATE: 20110330 DATE AS OF CHANGE: 20110330 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: 11720584 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: 11720583 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: 11720581 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: 11720582 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 zk1109687.xml X0303 4 2011-03-28 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 2011-03-28 4 S 0 2463 4.0709 D 57614 I By Puma Sphera Master Fund Common Stock 2011-03-28 4 S 0 9853 4.0709 D 236264 I By Sphera Master Fund L.P. Sphera Funds Management Ltd. ("SFML"), together with Israel Mor, Doron Breen, and Ron Senator (the three founders of SFML, each of whom currently serves as a director of SFML, and who collectively own 62.08% of the shares of SFML through controlled or wholly-owned companies), may 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"). 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"). 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 Sphera Fund Entities or by 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 Sphera Fund Entities or by 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 2011-03-30 By Doron Breen, By: /s/ Doron Breen 2011-03-30 By Israel Mor, By: /s/ Doron Breen, attorney-in-fact 2011-03-30 By Ron Senator, By: /s/ Doron Breen, attorney-in-fact 2011-03-30