Atherogenics Inc - Amended Statement of Ownership (SC 13G/A)
February 14 2008 - 12:13PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 2)
Under
the
Securities Exchange Act of 1934
Atherogenics,
Inc.
(Name
of
Issuer)
Common
Stock, no par value
(Title
of
Class of Securities)
047439104
(CUSIP
Number)
December
31, 2007
(Date
of
Event Which Requires Filing of this Statement)
Check
the
following box to designate the rule pursuant to which the Schedule is filed:
o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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Rule
13d-1(d)
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*
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. 047439104
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
D. E. Shaw
Valence Portfolios, L.L.C.
13-4046559
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power
-0-
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6.
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Shared
Voting Power
414,000
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7.
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Sole
Dispositive Power
-0-
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8.
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Shared
Dispositive Power
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
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12.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 047439104
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1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
D. E. Shaw
& Co., L.P.
13-3695715
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting Power
-0-
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6.
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Shared
Voting Power
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7.
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Sole
Dispositive Power
-0-
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8.
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Shared
Dispositive Power
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
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11.
|
Percent
of Class Represented by Amount in Row (9)
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12.
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Type
of Reporting Person (See Instructions)
IA,
PN
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CUSIP
No. 047439104
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1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
David
E. Shaw
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
-0-
|
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6.
|
Shared
Voting Power
|
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7.
|
Sole
Dispositive Power
-0-
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8.
|
Shared
Dispositive Power
|
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
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|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
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12.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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(a)
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Name
of Issuer:
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(b)
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Address
of Issuer's Principal Executive Offices:
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8995
Westside Parkway
Alpharetta,
GA
30004
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Item
2.
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(a)
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Name
of Person Filing:
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D. E. Shaw
Valence Portfolios, L.L.C.
D. E. Shaw
& Co., L.P.
David E. Shaw
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(b)
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Address
of Principal Business Office or, if none, Residence:
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The
business address for each reporting person is:
120
W. 45
th
Street, Tower 45, 39
th
Floor
New
York, NY 10036
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(c)
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Citizenship:
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D. E. Shaw
Valence Portfolios, L.L.C. is a limited liability company
organized under
the laws of the state of Delaware.
D. E. Shaw
& Co., L.P. is a limited partnership organized under the
laws of the
state of Delaware.
David E. Shaw
is a citizen of the United States of
America.
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(d)
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Title
of Class of Securities:
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Common
Stock, no par
value
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(e)
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CUSIP
Number:
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is a:
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Not
Applicable
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Item
4.
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Ownership
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As
of December 31, 2007:
(a)
Amount beneficially owned:
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D. E. Shaw
Valence Portfolios, L.L.C.:
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414,000
shares
This
is composed of 414,000 shares that D. E. Shaw Valence
Portfolios, L.L.C. has the right to acquire through
the exercise of listed
call
options.
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D. E. Shaw
& Co., L.P.:
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414,000
shares
This
is composed of 414,000 shares that D. E. Shaw Valence
Portfolios, L.L.C. has the right to acquire through
the exercise of listed
call
options.
|
David
E. Shaw:
|
414,000
shares
This
is composed of 414,000 shares that D. E. Shaw Valence
Portfolios, L.L.C. has the right to acquire through
the exercise of listed
call
options.
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(b)
Percent of class:
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D. E. Shaw
Valence Portfolios, L.L.C.:
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1.0%
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D. E. Shaw
& Co., L.P.:
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David E. Shaw:
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(c)
Number of shares to which the person has:
(i) Sole
power to vote or to direct the vote:
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D. E. Shaw
Valence Portfolios, L.L.C.:
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-0-
shares
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D. E. Shaw
& Co., L.P.:
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-0-
shares
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David E. Shaw:
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-0-
shares
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(ii) Shared
power to vote or to direct the vote:
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D. E. Shaw
Valence Portfolios, L.L.C.:
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D. E. Shaw
& Co., L.P.:
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David E. Shaw:
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(iii) Sole
power to dispose or to direct the disposition of:
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D. E. Shaw
Valence Portfolios, L.L.C.:
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-0-
shares
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D. E. Shaw
& Co., L.P.:
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-0-
shares
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David E. Shaw:
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-0-
shares
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(iv) Shared
power to dispose or to direct the disposition of:
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D. E. Shaw
Valence Portfolios, L.L.C.:
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D. E. Shaw
& Co., L.P.:
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David E. Shaw:
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David
E. Shaw does not own any shares directly. By virtue of David
E. Shaw’s
position as President and sole shareholder of D. E. Shaw & Co.,
Inc., which is the general partner of D. E. Shaw & Co., L.P.,
which in turn is the managing member and investment adviser
of
D. E. Shaw Valence Portfolios, L.L.C., David E. Shaw may be
deemed to have the shared power to vote or direct the vote
of, and the shared
power to dispose or direct the disposition of, the 414,000
shares as described
above constituting 1.0% of the outstanding shares and,
therefore,
David E. Shaw may be deemed to be the beneficial owner of such shares.
David E. Shaw disclaims beneficial ownership of such 414,000
shares.
Item
5.
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Ownership
of Five Percent or Less of a Class
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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 5 percent of the class of securities, check the following
[X].
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person
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Not
Applicable
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control Person
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Not
Applicable
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Item
8.
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Identification
and Classification of Members of the Group
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Not
Applicable
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Item
9.
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Notice
of Dissolution of Group
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Not
Applicable
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Item
10.
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Certification
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By
signing below, each of D. E. Shaw Valence Portfolios, L.L.C.,
D. E. Shaw & Co., L.P., and David E. Shaw certify
that, to the best of such reporting person’s 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
such
purposes or effect.
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SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief,
the
undersigned certify that the information set forth in this statement
is true,
complete and correct. A Power of Attorney, dated October 24, 2007,
granted by
David E. Shaw in favor of Rochelle Elias, is attached hereto.
Dated:
February 14, 2008
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D. E. Shaw
Valence Portfolios, L.L.C.
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By:
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D. E. Shaw
& Co., L.P., as
managing
member
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By:
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/s/
Rochelle
Elias
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D. E. Shaw
&
Co.,
L.P.
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By:
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/s/
Rochelle
Elias
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David
E. Shaw
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By:
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/s/
Rochelle
Elias
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Attorney-in-Fact
for
David E. Shaw
|
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