UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13D-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PUSUANT TO
RULE
13d-2(a)
(Amendment
No. 3)
COUGAR
BIOTECHNOLOGY, INC.
____________________________________________________________
(Name of
Issuer)
Common
Stock, $.001 par value
____________________________________________________________
(Title of
Class of Securities)
222083 10
7
___________________________________________
(CUSIP
Number)
Lindsay
A. Rosenwald, M.D. &
Horizon
BioMedical Ventures, LLC
787
Seventh Avenue, 48
th
Floor
New York,
NY 10019
(212)
554-4300
____________________________________________________________
(Name,
Address and Telephone Number of Person
Authorized
To Receive Notices and Communications)
December 31,
2008
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
o
.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits.
See
Rule §240.13d-7 for other parties to whom copies are to be sent.
(continued
on following pages)
__________________________________________
1
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
("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. 222083 10 7
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SCHEDULE
13D
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1.
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NAME
OF REPORTING PERSON.
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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Lindsay
A. Rosenwald, M.D.
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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)
o
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(B)
x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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OO
(shares held by the Reporting Persons prior to the Company's merger); PF
(exercise of options)
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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USA
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NUMBER
OF
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7.
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SOLE
VOTING POWER
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3,460,442
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SHARES
BENE
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FICIALLY
OWNED
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8.
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SHARED
VOTING POWER
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0
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BY
EACH
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REPORTING
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9.
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SOLE
DISPOSITIVE POWER
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3,460,442
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PERSON
WITH
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10.
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SHARED
DISPOSITIVE POWER
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0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,460,442
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN
SHARES
o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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16.5%
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14.
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TYPE
OF REPORTING PERSON
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IN
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CUSIP
No. 222083 10 7
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SCHEDULE
13D
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1.
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NAME
OF REPORTING PERSON.
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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Horizon
BioMedical Ventures, LLC
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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)
o
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(B)
x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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OO
(shares held by the Reporting Persons prior to the Company's
merger)
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF
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7.
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SOLE
VOTING POWER
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3,184,903
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SHARES
BENE
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FICIALLY
OWNED
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8.
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SHARED
VOTING POWER
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0
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BY
EACH
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REPORTING
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9.
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SOLE
DISPOSITIVE POWER
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3,184,903
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PERSON
WITH
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10.
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SHARED
DISPOSITIVE POWER
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0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,184,903
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN
SHARES
o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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15.4%
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14.
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TYPE
OF REPORTING PERSON
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OO
(Limited Liability Company)
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ITEM
1. SECURITY AND ISSUER
This
statement relates to the common stock, $.0001 par value per share (the “Common
Stock”), of Cougar Biotechnology, Inc., a Delaware corporation ("Cougar" or the
"Company"). The address of the Company's principal executive offices is 10990
Wilshire Blvd., Suite 1200, Los Angeles, CA 90024.
ITEM
2. IDENTITY AND BACKGROUND
(a) This
Schedule 13D is being filed by Lindsay A. Rosenwald, M.D. and Horizon BioMedical
Ventures, LLC ("Horizon," and collectively with Dr. Rosenwald, the "Reporting
Persons").
(b) The
principal business address for Dr. Rosenwald and Horizon is 787 Seventh Avenue,
48th Floor, New York, NY 10019.
(c) Dr.
Rosenwald is an investment banker and venture capitalist for Paramount
BioCapital, Inc. and certain affiliates (including Horizon), each located at 787
Seventh Avenue, 48th Floor, New York, NY 10019. Horizon is an investment fund
focused on therapeutic biotechnology companies.
(d), (e)
During the last five years, the Reporting Persons have not been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Dr.
Rosenwald is a citizen of the United States. Horizon is a Delaware limited
liability company.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant
to an Agreement and Plan of Merger dated February 27, 2006, by and among SRKP 4,
Inc. ("SRKP"), SRKP Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of the Company ("MergerCo"), and Cougar, MergerCo merged with and
into Cougar, with Cougar remaining as the surviving entity and a wholly owned
operating subsidiary of SRKP. The Merger was effective as of April 3, 2006, upon
the filing of a certificate of merger with the Delaware Secretary of
State.
The
Reporting Persons held shares of Cougar Common Stock and warrants to purchase
Cougar Common Stock which were cancelled and the Reporting Persons received
similar securities of the Issuer.
On July
31, 2007, Dr. Rosenwald exercised 10,000 vested options to purchase Common Stock
that were granted to him on June 28, 2006. The options had an exercise
price of $4.50 per share, and Dr. Rosenwald paid $45,000 in the aggregate to
exercise such options.
ITEM
4. PURPOSE OF TRANSACTION
The
shares of the Issuer subject to this Statement are held by the Reporting Persons
solely for investment purposes.
Although
the Reporting Persons have not formulated any other definitive plan, they may
from time to time acquire, or dispose of, common stock and/or other securities
of the Company if and when they deem it appropriate. The Reporting
Persons may formulate other purposes, plans or proposals relating to any of such
securities of the Company to the extent deemed advisable in light of market
conditions, investment policies and other factors. Except as
indicated in this Schedule 13D, the Reporting Persons currently have no plans or
proposals that relate to or would
result in
any of the matters described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM
5. INTEREST IN THE SECURITIES OF THE ISSUER
(a)
and (b)
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Horizon
beneficially owns 3,184,903 shares of Common Stock. Dr.
Rosenwald beneficially owns 3,460,442 shares of Common Stock, consisting
of the 3,184,903 shares held by Horizon, 10,000 shares of Common Stock
held by Dr. Rosenwald, and currently exercisable warrants held by Dr.
Rosenwald to purchase 265,539 shares of Common
Stock.
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According
to information provided by the Company, as of November 10, 2008, there are
20,732,975 shares of Common Stock outstanding. Accordingly, based
upon this information, Horizon is the beneficial owner of 15.4% of the
outstanding shares of Common Stock and Dr. Rosenwald is the beneficial owner of
16.5% of the outstanding shares of Common Stock.
(c) Not
applicable.
(d) Not
applicable.
ITEM
6.
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE
ISSUER
None
ITEM
7. EXHIBITS.
Exhibit
99.1 Agreement to Jointly File Schedule 13D
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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/s/
Lindsay
A. Rosenwald, M.D.
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Lindsay
A. Rosenwald, M.D.
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Horizon
BioMedical Ventures, LLC
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/s/
Lindsay
A. Rosenwald, M.D.
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Lindsay
A. Rosenwald, M.D.,
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Managing
Member
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