SC 13G/A 1 v016735_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Point Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 730694106 (CUSIP Number) March 11, 2005 (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 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 ("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 5 -------------------------------------------------------------------------------- CUSIP No. 730694106 13G -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mark Berg -------------------------------------------------------------------------------- 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 U.S.A. -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 938,533 OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING PERSON None WITH: -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 938,533 -------------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER None -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 938,533 -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.3% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN -------------------------------------------------------------------------------- Page 2 of 5 Item 1(a) Name of Issuer: Point Therapeutics, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 125 Summer Street, Boston, MA 02110 Item 2(a) Name of Person Filing: The Statement is filed on behalf of Mark Berg (the "Reporting Person") Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the Reporting Person is P.O. Box 9870, Rancho Santa Fe, CA 92067 Item 2(c) Citizenship: Mr. Berg is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, par value $0.001 per share (the "Shares"). Item 2(e) CUSIP Number: \ 730694106 Item 3. |X| CHECK THIS BOX IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(c) Item 4. Ownership: Item 4(a) Amount Beneficially Owned: Mr. Berg may be deemed to beneficially own 938,533 Shares of the Issuer as follows: (a) 116,533 Shares owned by Mark Berg Sup. IRA, (b) 223,000 Shares and warrants to purchase 111,500 Shares, owned by Mark Berg IRA, and (c) 450,000 Shares and warrants to purchase 37,500 Shares owned by M.S.B. Research, of which Mr. Berg is the sole stockholder. Item 4(b) Percent of Class: 4.3% Item 4(c) Number of shares as to which such person has: Page 3 of 5 (i) Sole power to vote or direct the vote: 938,533 (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 938,533 (iv) Shared power to dispose or to direct the disposition of: None 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]*. *As of March 11, 2005, the Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the Issuer's Common Stock, par value $0.001 per share. 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: 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 each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 4 of 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 18, 2005 /s/Mark Berg ------------ Mark Berg