0001178913-11-001808.txt : 20110628 0001178913-11-001808.hdr.sgml : 20110628 20110628085417 ACCESSION NUMBER: 0001178913-11-001808 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110624 FILED AS OF DATE: 20110628 DATE AS OF CHANGE: 20110628 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: 11934466 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: 11934469 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: 11934467 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: 11934468 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 zk1110083.xml X0303 4 2011-06-24 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 ISRAEL 0 0 0 1 member of 10% owner group Common Stock 2011-06-24 4 S 0 7499 2.1007 D 164547 I By Sphera Global Healthcare Master Fund Common Stock 2011-06-27 4 S 0 1079 2.1044 D 163468 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 4 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. 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. 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, 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 2011-06-28 By Doron Breen, By: /s/ Doron Breen 2011-06-28 By Israel Mor, By: /s/ Doron Breen, attorney-in-fact 2011-06-28 By Ron Senator, By: /s/ Doron Breen, attorney-in-fact 2011-06-28