-----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, TVJfmoqqFwhFVafrC2/yB1LPYgjIYNXcUsXfKAHdlb9xi0iH2+olaSNimC/A7RQv sRKFkP0cugUpgwCOM+yRcA== 0001144204-06-016089.txt : 20060420 0001144204-06-016089.hdr.sgml : 20060420 20060420095340 ACCESSION NUMBER: 0001144204-06-016089 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060420 DATE AS OF CHANGE: 20060420 GROUP MEMBERS: JULIAN C. BAKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAPESTRY PHARMACEUTICALS, INC CENTRAL INDEX KEY: 0000891504 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 841187753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49101 FILM NUMBER: 06768808 BUSINESS ADDRESS: STREET 1: 4840 PEARL EAST CIRCLE STREET 2: SUITE 300W CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-516-8500 MAIL ADDRESS: STREET 1: 4840 PEARL EAST CIRCLE STREET 2: SUITE 300W CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: NAPRO BIOTHERAPEUTICS INC DATE OF NAME CHANGE: 19940421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TISCH FAMILY INTERESTS STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125212420 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G 1 v040951_sc13g.htm
SCHEDULE 13G
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
Tapestry Pharmaceuticals, Inc.  

(Name of Issuer)
 
Common Stock, par value $0.0075 per share 

(Title of Class of Securities)
 
876031204

(CUSIP Number)
 
April 5, 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:
     
  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 disclosures provided in a prior cover page.
 
The information required on 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 (the “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).
 
Page 1 of 8 Pages

 
CUSIP No.   876031204
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
 
 
Felix J. Baker
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  o
   
(b) x
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  United States 
 
     
 
5.
SOLE VOTING POWER
NUMBER OF
 
-0-
SHARES
   
BENEFICIALLY
6.
SHARED VOTING POWER
OWNED BY
 
2,000,000
EACH
   
REPORTING
7.
SOLE DISPOSITIVE POWER
PERSON
 
-0-
WITH
   
 
8.
SHARED DISPOSITIVE POWER
   
2,000,000
     
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,000,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                            
 o
 
(See Instructions)
 
 
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
12.3%
   
12.
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 2 of 8 Pages

 
CUSIP No.   876031204
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
 
 
Julian C. Baker
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  o
   
(b) x
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  United States 
 
     
 
5.
SOLE VOTING POWER
NUMBER OF
 
-0-
SHARES
   
BENEFICIALLY
6.
SHARED VOTING POWER
OWNED BY
 
2,000,000
EACH
   
REPORTING
7.
SOLE DISPOSITIVE POWER
PERSON
 
-0-
WITH
   
 
8.
SHARED DISPOSITIVE POWER
   
2,000,000
     
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,000,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                            
 o
 
(See Instructions)
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
 
12.3%
   
12.
TYPE OF REPORTING PERSON (See Instructions)
 
IN
   
 
 
Page 3 of 8 Pages

 
   
Item 1(a)
Name of Issuer:
   
 
Tapestry Pharmaceuticals, Inc.
   
Item 1(b)
Address of Issuer’s Principal Executive Offices:
   
 
4840 Pearl East Circle, Suite 300W
Boulder CO 80301
   
Item 2(a) 
Name of Person Filing: 
   
 
This Schedule 13G is being filed jointly by Felix J. Baker and Julian C. Baker (the “Reporting Persons”).
   
Item 2(b) 
Address of Principal Business Office or, if None, Residence:
   
 
Name
Business Address
     
 
Felix J. Baker 
667 Madison Avenue
 
 
New York, NY 10021
   
 
Julian C. Baker
667 Madison Avenue
   
New York, NY 10021
   
Item 2(c) 
Citizenship: 
   
 
Each of the Reporting Persons is a United States citizen. 
   
Item 2(d) 
Title of Class of Securities: 
   
 
Common Stock, par value $0.0075 per share 
   
Item 2(e) 
CUSIP Number: 
   
 
876031204 
   
Item 3. 
If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a: N/A 
 
 
(a)
o
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
o
Bank as defined in section 3(a)(6) of the Exchange Act.
       
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Exchange Act.
       
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940.
       
 
(e)
o 
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
 
 
Page 4 of 8 Pages

 
 
(f)
o 
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
     
 
 
(g)
o 
A parent holding company or control person in accordance with Rule 13d_1(b)(1)(ii)(G).
     
 
 
(h)
o 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
 
 
(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.
     
 
 
(j)
o 
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
Item 4.   Ownership. 
   
 Set forth below is the aggregate number of shares of Common Stock held as of the date hereof by each of the following, together with the percentage of the outstanding shares of Common Stock that such number represents based upon 16,235,434 shares outstanding as of the date hereof.
 
 
Name 
   
Number of
Shares 
   
Percent of Class
Outstanding 
 
               
Baker Bros. Investments II, L.P.
   
41,641
   
0.3
%
Baker Biotech Fund II (Z), L.P.
   
54,481
   
0.3
%
Baker Biotech Fund III, L.P.
   
1,525,130
   
9.4
%
Baker Biotech Fund III (Z), L.P.
   
264,874
   
1.6
%
14159, L.P.
   
113,874
   
0.7
%
Total
   
2,000,000
   
12.3
%
 
By virtue of their ownership of entities that have the power to control the investment decisions of the limited partnerships listed in the table above, Felix J. Baker and Julian C. Baker may each be deemed to be beneficial owners of shares owned by such entities and may be deemed to have shared power to vote or direct the vote of and shared power to dispose or direct the disposition of such securities.
 
Each of Baker Bros. Investments II, L.P., Baker Biotech Fund II (Z), L.P., Baker Biotech Fund III, L.P., Baker Biotech Fund III (Z), L.P., and 14159, L.P. (collectively, the “Baker Bros. Stockholders”) also holds a warrant to purchase at $2.40 per share (subject to adjustment as set forth in such warrants) on or before April 5, 2011 a number of shares of Common Stock equal to the number of shares set forth opposite its name in the above table. However, the warrants are not exercisable to the extent that the holders thereof and their affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.999% of the outstanding shares of Common Stock of the Issuer after exercise, unless this restriction is waived upon 61 days’ written notice to the Issuer. As a result of this restriction, the warrants held by the Baker Bros. Stockholders are not currently exercisable for any shares, but this number of shares will change depending upon changes in the outstanding shares or waiver of the restriction. The number of shares issuable upon exercise of the warrants held by any particular Baker Bros. Stockholder will also depend upon the extent to which the warrants held by other Baker Bros. Stockholders have theretofore been exercised.
 
 
Page 5 of 8 Pages

 
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. N/A 
   
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person. 
   
 The entities listed in Item 4 above are investment funds the investors in which have the right to receive dividends, interest and the proceeds of sale of securities owned by such funds.
   
Item 7. 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. 
   
 N/A 
   
Item 8. 
Identification and Classification of Members of the Group. 
   
 N/A 
   
Item 9. 
Notice of Dissolution of Group. 
   
 N/A 
   
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.
 
 
Page 6 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
 
April 20, 2006       
      /s/ Felix J. Baker
   
Felix J. Baker
       
       
     
/s/ Julian C. Baker 
     
Julian C. Baker 

 
Page 7 of 8 Pages

AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Tapestry Pharmaceuticals, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
 
April 20, 2006       
      /s/ Felix J. Baker
   
Felix J. Baker
       
       
     
/s/ Julian C. Baker 
     
Julian C. Baker 

 
Page 8 of 8 Pages

 
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