SC 13G 1 e8512919.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO.____)* NeoRx Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.02 par value per share -------------------------------------------------------------------------------- (Title of Class of Securities) 640520300 ---------------------- (CUSIP Number) APRIL 26, 2006 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] 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). ------ ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abingworth Management Limited ------ ------------------------------------------------------------------------- 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 England ------ ------------------------------------------------------------------------- 5 SOLE VOTING POWER 9,292,712 --- ------------------------------------------------------ 6 SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY --- ------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH: 9,292,712 --- ------------------------------------------------------ 8 SHARED DISPOSITIVE POWER 0 ------ ------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,292,712 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 6.7% ------ ------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ------ ------------------------------------------------------------------------- ITEM 1(a). NAME OF ISSUER: NeoRx Corporation (the "Issuer"). ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 300 Elliott Avenue West, Suite 500 Seattle, Washington 98119 ITEM 2(a). NAME OF PERSONS FILING: Abingworth Management Limited ("Abingworth Management") ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address for Abingworth Management Limited is Princess House, 38 Jermyn Street, London, England SW1Y 6DN. ITEM 2(c). CITIZENSHIP: Abingworth Management is a corporation organized under the laws of England. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.02 par value per share (the "Common Stock") ITEM 2(e). CUSIP NUMBER: 640520300 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: Abingworth Management Limited is the manager of Abingworth Bioequities Master Fund LTD, Abingworth Bioventures IV L.P., and Abingworth Bioventures IV Executives L.P. (collectively, the "Funds"). As of the date hereof, Abingworth Bioequities Master Fund LTD is the record owner of 3,932,421 shares of Common Stock; Abingworth Bioventures IV L.P. is the record owner of 3,190,077 shares of Common Stock; and Abingworth Bioventures IV Executives L.P. is the record owner of 27,359 shares of Common Stock. In addition, Abingworth Bioequities Master Fund LTD is the record owner of warrants, exercisable for 1,178,570 shares of Common Stock; Abingworth Bioventures IV L.P. is the record owner of warrants, exercisable for 956,086 shares of Common Stock; Abingworth Bioventures IV Executives L.P. is the record owner of warrants, exercisable for 8,199 shares of Common Stock. All of the warrants held by the Funds are immediately exercisable. As the manager of each of the Funds, Abingworth Management may be deemed to beneficially own 9,292,712 shares of Common Stock, which represents the shares of Common Stock and the warrants exercisable for shares of Common Stock held by the Funds. (b) Percent of Class: Abingworth Management beneficially owns 6.7% of the outstanding Common Stock of the Issuer. The foregoing percentage has been calculated based on 136,825,894 shares of Common Stock outstanding as of April 26, 2006, as confirmed by the Issuer, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: see line 5 of cover sheet. (ii) shared power to vote or to direct the vote: see line 6 of cover sheet. (iii) sole power to dispose or to direct the disposition: see line 7 of cover sheet. (iv) shared power to dispose or to direct the disposition: see line 8 of cover sheet. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. 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. Date: May 4, 2006 ABINGWORTH MANAGEMENT LIMITED By: /s/ James Abell ------------------------------------------- Name: James Abell Title: Executive Director