UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MIDDLEBROOK PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
Jonathan D. Wasserman, Esq.
Equity Group Investments, L.L.C.
2 North Riverside Plaza, Suite 600
Chicago, Illinois 60606
312-466-3505
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
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1
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NAMES OF REPORTING PERSONS
EGI-MBRK, L.L.C.
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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)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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42,424,242 (1)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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42,424,242 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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42,424,242 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.0%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) Represents (i) 30,303,030 shares of Common Stock and (ii) a warrant to purchase 12,121,212 shares of Common Stock, as further described below
(2) Calculated based on 98,633,110 shares of Common Stock, representing (i) 86,511,898 shares of Common Stock outstanding on October 30, 2009, based on information set forth in the Form 10-Q of the Issuer for the period ended September 30, 2009; and (ii) 12,121,212 shares of Common Stock issuable upon exercise of the Warrant issued pursuant to the 2008 Share Purchase Agreement described below.
Page 2 of 8
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1
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NAMES OF REPORTING PERSONS
EGI-Fund (08-10) Investors, L.L.C.
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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)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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42,424,242 (1)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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42,424,242 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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42,424,242 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.0%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) Represents (i) 30,303,030 shares of Common Stock and (ii) a warrant to purchase 12,121,212 shares of Common Stock, as further described below
(2) Calculated based on 98,633,110 shares of Common Stock, representing (i) 86,511,898 shares of Common Stock outstanding on October 30, 2009, based on information set forth in the Form 10-Q of the Issuer for the period ended September 30, 2009; and (ii) 12,121,212 shares of Common Stock issuable upon exercise of the Warrant issued pursuant to the 2008 Share Purchase Agreement described below.
Page 3 of 8
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1
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NAMES OF REPORTING PERSONS
SZ Investments, L.L.C
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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)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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42,424,242 (1)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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42,424,242 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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42,424,242 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.0%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) Represents (i) 30,303,030 shares of Common Stock and (ii) a warrant to purchase 12,121,212 shares of Common Stock, as further described below
(2) Calculated based on 98,633,110 shares of Common Stock, representing (i) 86,511,898 shares of Common Stock outstanding on October 30, 2009, based on information set forth in the Form 10-Q of the Issuer for the period ended September 30, 2009; and (ii) 12,121,212 shares of Common Stock issuable upon exercise of the Warrant issued pursuant to the 2008 Share Purchase Agreement described below.
Page 4 of 8
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1
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NAMES OF REPORTING PERSONS
Chai Trust Company, 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)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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42,424,242 (1)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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42,424,242 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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42,424,242 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.0%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) Represents (i) 30,303,030 shares of Common Stock and (ii) a warrant to purchase 12,121,212 shares of Common Stock, as further described below
(2) Calculated based on 98,633,110 shares of Common Stock, representing (i) 86,511,898 shares of Common Stock outstanding on October 30, 2009, based on information set forth in the Form 10-Q of the Issuer for the period ended September 30, 2009; and (ii) 12,121,212 shares of Common Stock issuable upon exercise of the Warrant issued pursuant to the 2008 Share Purchase Agreement described below.
Page 5 of 8
ITEM 1. Security of the Issuer.
This Amendment No. 1 to Schedule 13D relates to the common stock, par value $0.01 per share
(Common Stock), of MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the Issuer). The
Issuers principal executive office is located at 20425 Seneca Meadows Parkway, Germantown,
Maryland 20876.
ITEM 2.
Identity and Background
.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a-c) This Schedule is being filed by the following beneficial owners of Common Stock: EGI-MBRK,
L.L.C., a Delaware limited liability company (EGI-MBRK); EGI-Fund (08-10) Investors, L.L.C., a
Delaware limited liability company (08-10); SZ Investments, L.L.C., a Delaware limited liability
company (SZI); and Chai Trust Company, LLC, an Illinois limited liability company (Chai Trust).
EGI-MBRK, 08-10, SZI and Chai Trust are sometimes collectively referred to herein as the
Reporting Persons. The principal business of each Reporting Person is investments.
EGI-MBRK is a limited liability company, the manager of which is 08-10. 08-10 is a limited
liability company, the managing member of which is SZI. The officers of each of EGI-MBRK, 08-10
and SZI are as follows:
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Samuel Zell
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President; President and Chairman of Equity Group
Investments, L.L.C. (EGI)
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William C. Pate
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Vice President; Chief Investment Officer of EGI
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Philip Tinkler
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Vice President; Chief Financial Officer, Chief Operating
Officer and Treasurer of EGI
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SZI is indirectly owned by various trusts established for the benefit of Samuel Zell and his family
(the Trusts). The trustee of each of the Trusts is Chai Trust. The officers and managing
directors of Chai Trust are as follows:
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Donald J. Liebentritt
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President and a Managing Director of Chai Trust; Senior Advisor to
EGI; General Counsel of Tribune Company
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Bert Cohen
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Managing Director of Chai Trust. Mr. Cohen is also a semi-retired
investor, whose residence is 5000-4A Estate Enighed, #65, St. John,
VI 00830
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Kellie Zell Harper
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Managing Director of Chai Trust. Mrs. Zell also works as a homemaker
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Leah Zell Wanger
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Managing Director of Chai Trust. Ms. Wanger is a private investor
whose business address is 227 West Monroe Street, Chicago, Illinois
60603
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JoAnn Zell Gillis
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Managing Director of Chai Trust. Mrs. Zell Gillis is a physician
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Matthew Zell
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Managing Director of Chai Trust and an employee of EGI
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Robert M. Levin
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Senior Trust Officer and a Managing Director of Chai Trust. Mr.
Levin is also a partner in the law firm Levin & Schreder Ltd., whose
business address is 120 North LaSalle Street, Suite 3800, Chicago,
Illinois 60602
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James Bunegar
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Vice President, Chief Operating Officer, Assistant Trust Officer and
Treasurer of Chai Trust. Mr. Bunegar is also the Vice President -
Taxes of EGI
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Philip Tinkler
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Chief Financial Officer of Chai Trust and an employee of EGI
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Page 6 of 8
The business address of each Reporting Person, Samuel Zell, Donald Liebentritt, William Pate,
Philip Tinkler, Kellie Zell Harper, JoAnn Zell Gillis, Matthew Zell and James Bunegar is Two North
Riverside Plaza, Suite 600, Chicago, Illinois 60606.
(d) and (e) No Reporting Person nor any above-listed officer or director of a Reporting Person has,
during the last five years, (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a 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) All of the above-listed officers and directors of each Reporting Person are United States
citizens.
ITEM 4
Purpose of Transaction
.
Item 4 is hereby amended and restated in its entirety as follows:
The acquisition of the Shares and the 2008 Warrant by the Reporting Persons was effected for the
purpose of investment in the Issuer and to provide working capital funds for the Issuer.
The Reporting Persons intend to review this investment on a continuing basis. Depending on various
factors, including but not limited to each Reporting Persons business, financial position,
strategic direction and prospects, price levels of the Common Stock, conditions of the securities
markets, and general economic and industry conditions, each of the Reporting Persons may in the
future take such actions with respect to its investment in the Issuer as it deems appropriate,
including but not limited to changing its current intentions, with respect to any or all matters
required to be disclosed in this Schedule 13D, as amended. Without limiting the foregoing, each
Reporting Person may, from time to time, acquire or cause affiliates to acquire additional Common
Stock, dispose of some or all of its Common Stock or continue to hold Common Stock (or any
combination or derivative thereof). In addition, without limitation, the Reporting Persons, in
their capacity as stockholders, may directly or indirectly engage in discussions with members of
management, directors, and stockholders of the Issuer and other parties, concerning extraordinary
corporate transactions (including but not limited to a merger, reorganization or liquidation)
relating to the Issuer as well as concerning its business, operations, assets, strategy, future
plans, prospects, corporate structure, board composition, management, capitalization, dividend
policy, charter, bylaws, corporate documents and agreements. Except as set forth herein, or as
would occur upon completion of any of the matters discussed herein, no Reporting Person has any
present plans or proposals that would relate to or result in any of the matters set forth in
clauses (a) through (j) of Item 4 of Schedule 13D; provided that each Reporting Person may, at any
time, review or reconsider its position with respect to the Issuer and reserves the right to
develop such plans or proposals.
Page 7 of 8
SIGNATURES
After reasonable inquiry and to the best of the undersigneds knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
DATED: November 17, 2009
EGI-MBRK, L.L.C.
EGI-FUND (08-10) INVESTORS, L.L.C.
SZ INVESTMENTS, L.L.C.
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Each by:
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/s/ PHILIP G. TINKLER
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Name:
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Philip G. Tinkler
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Title:
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Vice President
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CHAI TRUST COMPANY, LLC
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By:
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/s/ JAMES G. BUNEGAR
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Name:
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James G. Bunegar
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Title:
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Vice President
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The original statement shall be signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of the filing person), evidence
of the representatives authority to sign on behalf of such person shall be filed with the
statement;
provided
,
however
, that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001)
Page 8 of 8
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