SCHEDULE
13G
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Under
the
Securities Exchange Act of 1934
(Amendment
No. 3)*
ALLOS
THERAPEUTICS, INC.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
|
(Title
of Class of Securities)
|
019777101
|
(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:
x
Rule
13d-1(b)
o
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).
Item
1(a)
Name
of Issuer:
Allos
Therapeutics, Inc.
Item
1(b)
Address
of Issuer’s Principal Executive Offices:
11080
Circle Point Road, Suite 200
Westminster,
Colorado 80020
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 10065
|
|
|
Julian
C. Baker
|
667
Madison Avenue
New
York, NY 10065
|
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 $0.001 per share
Item
2(e)
CUSIP
Number:
019777101
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).
(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 66,957,332
shares
of Common Stock outstanding as reported on the Company’s SEC Form 10-Q filed on
November 5, 2007.
Name
|
|
Number
of Shares
|
|
Percent
of Class
Outstanding
|
|
|
|
|
|
|
|
|
|
Baker
Bros. Investments, L.P.
|
|
|
75,118
|
|
|
0.1
|
%
|
Baker
Bros. Investments II, L.P.
|
|
|
114,899
|
|
|
0.2
|
%
|
Baker
Biotech Fund I, L.P.
|
|
|
2,251,147
|
|
|
3.4
|
%
|
Baker
Brothers Life Sciences, L.P.
|
|
|
6,011,855
|
|
|
9.0
|
%
|
14159,
L.P.
|
|
|
201,087
|
|
|
0.3
|
%
|
Baker/Tisch
Investments, L.P.
|
|
|
87,374
|
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
Total
|
|
|
8,741,480
|
|
|
13.1
|
%
|
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.
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 [ ]. 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.
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.
February
14, 2008
/s/
Felix J. Baker
|
Felix
J. Baker
|
|
|
/s/
Julian C. Baker
|
Julian
C. Baker
|
|
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 Allos Therapeutics, Inc. is
being filed with the Securities and Exchange Commission on behalf of each
of
them.
February
14, 2008
/s/
Felix J. Baker
|
Felix
J. Baker
|
|
|
/s/
Julian C. Baker
|
Julian
C. Baker
|