- Statement of Ownership (SC 13G)
September 21 2012 - 4:07PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Sunesis
Pharmaceuticals, Inc.
(Name of Issuer)
COMMON STOCK, $.001 PER SHARE
(Title of Class of Securities)
867328601
(CUSIP Number)
September 11, 2012
(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)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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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.
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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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CUSIP No. 867328601
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (Entities Only)
Visium Balanced Master Fund,
Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(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
Cayman Islands
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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
None (see Item 4)
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6
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SHARED VOTING POWER
4,476,190
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7
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SOLE DISPOSITIVE POWER
None (see Item 4)
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8
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SHARED DISPOSITIVE POWER
4,476,190
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,476,190 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
9.41%
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12
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TYPE OF REPORTING
PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 2 of 8
Pages
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CUSIP No. 867328601
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (Entities Only)
Visium Asset Management,
LP
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(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
United States
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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
None (See Item 4)
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6
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SHARED VOTING POWER
4,476,190 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
None (See Item 4)
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8
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SHARED DISPOSITIVE POWER
4,476,190 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,476,190 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
9.41%
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12
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TYPE OF REPORTING
PERSON*
IA
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Page 3 of 8
Pages
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CUSIP No. 867328601
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Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (Entities Only)
JG Asset, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(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
United States
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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
None (See Item 4)
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6
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SHARED VOTING POWER
4,476,190 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
None (See Item 4)
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8
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SHARED DISPOSITIVE POWER
4,476,190 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,476,190 (See Item 4)
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
Not Applicable
|
11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
9.41%
|
12
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TYPE OF REPORTING
PERSON*
HC
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Page 4 of 8
Pages
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CUSIP No. 867328601
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Page 5 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (Entities Only)
Jacob Gottlieb
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(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
United States
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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 (See Item 4)
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6
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SHARED VOTING POWER
4,476,190 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
4,476,190 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,476,190 (See Item 4)
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
Not Applicable
|
11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
9.41%
|
12
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TYPE OF REPORTING
PERSON*
HC, IN
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Page 5 of 8
Pages
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CUSIP No. 867328601
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Page
6
of 8 Pages
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Item 1
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(a)
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Name of Issuer
:
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Sunesis Pharmaceuticals, Inc.
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(b)
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Address of Issuers Principal Executive Offices
:
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395 Oyster Point Boulevard
South San Francisco, CA 94080
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Item 2
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(a) (c)
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This statement is filed on behalf of the following:
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(1)
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Visium Balanced Master Fund, Ltd., a Cayman Islands corporation (VBMF), with its principal business office c/o Visium Asset Management, LP, 888 Seventh
Avenue, New York, NY 10019.
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(2)
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Visium Asset Management, LP, a Delaware limited partnership (VAM), with its principal business office at Visium Asset Management, LP, 888 Seventh Avenue,
New York, NY 10019.
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(3)
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JG Asset, LLC, a Delaware limited liability company (JG Asset), with its principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue,
New York, NY 10019. JG Asset is the General Partner of VAM.
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(4)
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Jacob Gottlieb (Gottlieb), a natural person, with his principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019.
Gottlieb is the Managing Member of JG Asset.
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(d)
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Title of Class of Securities
:
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Common Stock, Par Value $.001 Per Share
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(e)
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CUSIP Number
:
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867328601
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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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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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x
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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¨
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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 (15 U.S.C.
80a-3);
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Page 6 of 8
Pages
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CUSIP No. 867328601
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Page
7
of 8 Pages
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Item 4
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Ownership:
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VBMF
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(a)
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Amount Beneficially Owned
:
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4,476,190
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(b)
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Percent of Class
:
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9.41%
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(c)
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Number of Shares as to which person has
:
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(i)
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sole power to vote or to direct vote:
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None
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(ii)
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shared power to vote or to direct vote:
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4,476,190 shares
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(iii)
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sole power to dispose or direct disposition of:
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None
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(iv)
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shared power to dispose or to direct disposition of:
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4,476,190 shares
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VAM
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(a)
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Amount Beneficially Owned
:
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By virtue of its position as investment manager to pooled investment funds, VAM may be deemed to beneficially own the 4,476,190 shares of the Companys Common
Stock beneficially owned by the pooled investment vehicles.
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(b)
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Percent of Class
:
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9.41%
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(c)
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Number of Shares as to which person has
:
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(i)
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sole power to vote or to direct vote:
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None
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(ii)
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shared power to vote or to direct vote:
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4,476,190 shares
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(iii)
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sole power to dispose or direct disposition of:
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None
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(iv)
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shared power to dispose or to direct disposition of:
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4,476,190 shares
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JG Asset
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(a)
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Amount Beneficially Owned
:
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By virtue of its position as General Partner to VAM, JG Asset may be deemed to beneficially own the 4,476,190 shares of the Companys Common Stock beneficially
owned by VAM.
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(b)
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Percent of Class
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9.41%
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(c)
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Number of Shares as to which person has
:
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(i)
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sole power to vote or to direct vote:
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None
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(ii)
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shared power to vote or to direct vote:
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4,476,190 shares
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(iii)
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sole power to dispose or direct disposition of:
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None
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(iv)
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shared power to dispose or to direct disposition of:
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4,476,190 shares
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Jacob Gottlieb
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(a)
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Amount Beneficially Owned
:
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By virtue of his position as the Managing Member of JG Asset, Gottlieb may be deemed to beneficially own the 4,476,190 shares of the Companys Common Stock
beneficially owned by JG Asset.
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(b)
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Percent of Class
:
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9.41%
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(c)
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Number of Shares as to which person has
:
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(i)
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sole power to vote or to direct vote:
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None
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(ii)
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shared power to vote or to direct vote:
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4,476,190 shares
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(iii)
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sole power to dispose or direct disposition of:
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None
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(iv)
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shared power to dispose or to direct disposition of:
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4,476,190 shares
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VAM, JG Asset and Gottlieb disclaim beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. Neither the filing
of this Schedule nor any of its contents shall be deemed to constitute an admission that any of the other individual officers and members of VBMF, VAM, or JG Asset is, for any purpose, the beneficial owner of any of the Securities.
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Item 5
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Ownership of Five Percent or Less of a Class
:
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Not Applicable
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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
:
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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 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.
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Page 7 of 8
Pages
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CUSIP No. 867328601
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Page
8
of 8 Pages
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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.
Date: September 21, 2012
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VISIUM BALANCED MASTER FUND, LTD.
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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VISIUM ASSET MANAGEMENT, LP
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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JG ASSET, LLC
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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JACOB GOTTLIEB
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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Page 8 of 8
Pages
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