-----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, ArdFWOkM+8HZRLWVeJ25ZLuJLGCUEmNIfTaAO3Y8PlBSi3N7gz5017LLoXP0g59E t07QrHytQGKbWB+UZRV0dQ== 0000950142-08-000355.txt : 20080214 0000950142-08-000355.hdr.sgml : 20080214 20080214122826 ACCESSION NUMBER: 0000950142-08-000355 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: HARRI V. TARANTO GROUP MEMBERS: MARK KESSEL GROUP MEMBERS: SYMPHONY CAPITAL GP, L.P. GROUP MEMBERS: SYMPHONY CAPITAL PARTNERS, L.P. GROUP MEMBERS: SYMPHONY GP, LLC GROUP MEMBERS: SYMPHONY STRATEGIC PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000874015 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330336973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41771 FILM NUMBER: 08611329 BUSINESS ADDRESS: STREET 1: 1896 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7609319200 MAIL ADDRESS: STREET 1: 1896 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KESSEL MARK CENTRAL INDEX KEY: 0001222013 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 950 PARK AVE APT. 11A CITY: NEW YORK STATE: NY ZIP: 10028 SC 13G/A 1 sc13ga1_isis.htm AMENDMENT NO. 1

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

Isis Pharmaceuticals, Inc.

(Name of Issuer)


Common Stock, par value $0.001 per share

(Title of Class of Securities)


        464330109        

(CUSIP Number)

 


      December 31, 2007       

(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 
x
o

Rule 13d-1(b)

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 disclosures provided in a prior cover page.

The information required on the reminder 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”) orotherwise 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. 464330109

Page 2 of 12 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON

 

Symphony Capital Partners, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    [_]
(b)    [_]

 

3

SEC USE ONLY

 

 

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5


6


7


8

SOLE VOTING POWER
-0-


SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
-0-


SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



         o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

 

12

TYPE OF REPORTING PERSON*

PN

 

 

 

 




CUSIP No. 464330109

Page 3 of 12 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON

 

Symphony Capital GP, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    [_]
(b)    [_]

 

3

SEC USE ONLY

 

 

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5


6


7


8

SOLE VOTING POWER
-0-


SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
-0-


SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



         o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

 

12

TYPE OF REPORTING PERSON*

PN

 

 

 

 




CUSIP No. 464330109

Page 4 of 12 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON

 

Symphony GP, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    [_]
(b)    [_]

 

3

SEC USE ONLY

 

 

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5


6


7


8

SOLE VOTING POWER
-0-


SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
-0-


SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



         o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

 

12

TYPE OF REPORTING PERSON*

OO

 

 




CUSIP No. 464330109

Page 5 of 12 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON

 

Symphony Strategic Partners, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    [_]
(b)    [_]

 

3

SEC USE ONLY

 

 

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5


6


7


8

SOLE VOTING POWER
-0-


SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
-0-


SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



         o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

 

12

TYPE OF REPORTING PERSON*

OO

 

 




CUSIP No. 464330109

Page 6 of 12 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON

 

Mark Kessel

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    [_]
(b)    [_]

 

3

SEC USE ONLY

 

 

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5


6


7


8

SOLE VOTING POWER
-0-


SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
-0-


SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



         o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

 

12

TYPE OF REPORTING PERSON*

IN

 

 




CUSIP No. 464330109

Page 7 of 12 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON

 

Harri V. Taranto

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    [_]
(b)    [_]

 

3

SEC USE ONLY

 

 

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5


6


7


8

SOLE VOTING POWER
-0-


SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
-0-


SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



         o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

 

12

TYPE OF REPORTING PERSON*

IN

 



CUSIP No. 464330109

Page 8 of 12 Pages

SCHEDULE 13G

 

Item 1.

(a)

Name of Issuer

Isis Pharmaceuticals, Inc. (the “Company”).

 

(b)

Address of Issuer’s Principal Executive Offices

1896 Rutherford Road, Carlsbad, California 92008.

 

 

 

Item 2.

(a)

Names of Persons Filing

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

 

 

(i)

Symphony Capital Partners, L.P. (“SCP”)

 

 

(ii)

Symphony Capital GP, L.P. (“Symphony Capital GP”)

 

 

(iii)

Symphony GP, LLC (“Symphony GP”)

 

 

(iv)

Symphony Strategic Partners, LLC (“SSP”)

 

 

(iv)

Mark Kessel

 

 

(vi)

Harri V. Taranto

 

 

 

 

 

(b)

Address of Principal Business Office

The address of the principal business offices of the Reporting Persons is 875 Third Avenue, 18th Floor, New York, NY 10022

 

 

 

 

(c)

Citizenship

 

 

(i)

SCP – a Delaware limited partnership

 

 

(ii)

Symphony Capital GP – a Delaware limited partnership

 

 

(iii)

Symphony GP – a Delaware limited liability company

 

 

(iv)

SSP – a Delaware limited liability company

 

 

(iv)

Mark Kessel – a citizen of the United States

 

 

(vi)

Harri V. Taranto – a citizen of the United States

 

 

 

 

 

(d)

Title of Class of Securities

Common Stock, par value $0.001 per share (the “Common Stock” or “Shares”)

 

 

 

 

(e)

CUSIP Number

464330109

 



CUSIP No. 464330109

Page 9 of 12 Pages

SCHEDULE 13G

 

Item 3.

This statement is not being filed pursuant to either Rule 13d-1(b) or 13d-2(b) or (c).

 

 

Item 4.

Ownership.

 

See Item 5.

 

 

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 Persons have ceased to be the beneficial owner of more than 5% of the class of securities, check the following:   [ X ]

 

As of the date hereof, the Reporting Persons no longer beneficially own any shares of Common Stock of the Company and each of the Reporting Persons has ceased to be a Reporting Person with respect to the shares of Common Stock of the Company.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

 

Item 7.

Identification and Classification of Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

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.

 



CUSIP No. 464330109

Page 10 of 12 Pages

SCHEDULE 13G

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated as of February 14, 2008

 

 

SYMPHONY CAPITAL PARTNERS, L.P.

 


By:


Symphony Capital GP, L.P.
its general partner

 


By:


Symphony GP, LLC
its general partner

 

 

By: 



/s/ Mark Kessel

 

 

 

Name: Mark Kessel

Title:   Managing Member

 

 

 

SYMPHONY STRATEGIC PARTNERS, LLC

 

 

By: 



/s/ Mark Kessel

 

 

 

Name: Mark Kessel

Title:   Managing Member

 

 

 

SYMPHONY CAPITAL GP, L.P.

 


By:


Symphony GP, LLC
its general partner

 

 

By: 



/s/ Mark Kessel

 

 

 

Name: Mark Kessel

Title:   Managing Member

 



CUSIP No. 464330109

Page 11 of 12 Pages

SCHEDULE 13G

 

 

SYMPHONY GP, LLC

 

 

By: 



/s/ Mark Kessel

 

 

 

Name: Mark Kessel

Title:   Managing Member

 

 

 

MARK KESSEL

 

 

By: 



/s/ Mark Kessel

 

 

 

Name: Mark Kessel

Title:   Managing Member

 

 

 

 

HARRI V. TARANTO

 

 

By: 



/s/ Harri V. Taranto

 

 

 

Name: Harri V. Taranto

Title:   Managing Member

 



CUSIP No. 464330109

Page 12 of 12 Pages

SCHEDULE 13G

 

 

EXHIBIT INDEX

 

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference from Exhibit 1 to the Schedule 13G filed by the Reporting Persons on October 5, 2007 (File No. 005-41771)).

 

 

 

 

 

 

 

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