-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SHFF+Jfmc5xYQQ0yR/o0Espg1WiHoz/h9aoT3lLaGecNhTWjXuvH2klHo888vP/j 7e0cNCG0dCHJ2GhVn1AkWA== 0001144204-10-029562.txt : 20100521 0001144204-10-029562.hdr.sgml : 20100521 20100521143251 ACCESSION NUMBER: 0001144204-10-029562 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100521 DATE AS OF CHANGE: 20100521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CPEX Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001418919 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 261172076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84092 FILM NUMBER: 10850662 BUSINESS ADDRESS: STREET 1: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 BUSINESS PHONE: (603) 658-6100 MAIL ADDRESS: STREET 1: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nantahala Capital Management, LLC CENTRAL INDEX KEY: 0001472322 IRS NUMBER: 201151760 STATE OF INCORPORATION: MA FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 265 CHURCH STREET STREET 2: SUITE 201 CITY: NEW HAVEN STATE: CT ZIP: 06510 BUSINESS PHONE: (203) 909-6430 MAIL ADDRESS: STREET 1: 265 CHURCH STREET STREET 2: SUITE 201 CITY: NEW HAVEN STATE: CT ZIP: 06510 SC 13G 1 v186214_sc13g.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.   ) *

 
CPEX Pharmaceuticals, Inc.
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

12620N104
(CUSIP Number)


May 20, 2010
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o     Rule 13d-1(b)

x Rule 13d-1(c)

o     Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 (however, see the Notes).



CUSIP NO. 12620N104
13G
 

1
NAME OF REPORTING PERSONS
 
Nantahala Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Massachusetts
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
135,071 shares
 
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
135,071 shares
 
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
135,071 shares
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.32%
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 

 
Item 1 (a).
Name of Issuer:
CPEX Pharmaceuticals, Inc.  
         
Item 1 (b).
Address of Issuer’s Principal Executive Offices:
   
         
 
2 Holland Way
 
 
Exeter, New Hampshire  03833
 
         
Item 2 (a).
Name of Person Filing:
Nantahala Capital Management, LLC
   
         
Item 2 (b).
Address of Principal Business Office or, if none, Residence:
   
         
 
265 Church Street, Suite 201
   
 
New Haven, Connecticut 06510
   
         
Item 2 (c).
Citizenship:
Massachusetts
         
Item 2 (d).
Title of Class of Securities:
Common Stock, par value $0.01 per share
   
         
Item 2 (e).
CUSIP Number:
12620N104  
         
Item 3.
If this Statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or
 
 
(c), check whether the person filing is a:  
   
 
 
(a)
o
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
         
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
         
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
         
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
         
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
         
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
         
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
         
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
         
 
(i)
o
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)
o
A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);
 
         
 
(k)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
 
Not applicable
.

 
If filing for a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.
 
Not applicable.
 
Item 4.
Ownership      
 
 
(a)
Amount beneficially owned:
135,071 shares  
           
 
(b).
Percent of class:
5.32%
 
 
(c)
Number of shares as to which such person has:
   
           
   
(i)
Sole power to vote or to direct the vote
135,071 shares
   
(ii)
Shared power to vote or to direct the vote
0
 
   
(iii)
Sole power to dispose or to direct the disposition of
135,071 shares
 
   
(iv)
Shared power to dispose or to direct the disposition of
0
 
 
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 o.
           
Not applicable.
           
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
           
 
The Reporting Person is an investment adviser which is not required to register as an investment adviser under the Investment Advisers Act of 1940 by reason of the exemption provided under Section 203(b)(3) of such Act.  The shares with respect to which this filing is made are owned on behalf of two other persons, neither of which owns more than five percent of the class of securities.  The Reporting Person disclaims beneficial ownership of the shares with respect to which this filing is made, except to the extent of its pecuniary interest in such shares.
 


Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

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

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.



 
SIGNATURE

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.

     
Dated:  May 21, 2010
 
/s/ Wilmot B. Harkey  
    Wilmot B. Harkey  
    Managing Member  
 


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