Statement of Ownership (sc 13g)
May 21 2014 - 3:22PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Titan
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
888314101
(CUSIP Number)
May 12, 2014
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
¨
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 the disclosures provided in a prior cover page.
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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).
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(1)
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Names of
Reporting Persons.
Robert E. Mead
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(2)
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Check the Appropriate Box if a Member
of a Group
(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
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
4,695,044
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(6)
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Shared Voting Power
None
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(7)
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Sole Dispositive Power
4,695,044
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(8)
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Shared Dispositive Power
None
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,695,044
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(10)
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
¨
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(11)
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Percent of Class Represented by Amount
in Row 9
5.27%
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(12)
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Type of Reporting Person (See
Instructions)
IN
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Item 1(a)
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Name of Issuer:
Titan
Pharmaceuticals, Inc.
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Item 1(b)
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Address of Issuers Principal Executive Offices:
400 Oyster Point Blvd., Suite 505, South
San Francisco,
California 94080
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Item 2.
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2(a)
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Name of Person Filing:
Robert E.
Mead
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2(b)
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Address or Principal Business Office or, if none, Residence:
3653 Maplewood Ave.
Dallas, TX 75205
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2(c)
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Citizenship:
United
States
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2(d)
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Title of Class of Securities:
Common Stock
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2(e)
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CUSIP No.:
888314101
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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a.
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¨
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Broker or dealer registered under section 15 of the Act;
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b.
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Bank as defined in section 3(a)(6) of the Act;
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c.
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¨
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Insurance company as defined in section 3(a)(19) of the Act;
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d.
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940;
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e.
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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f.
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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g.
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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h.
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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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i.
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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;
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j.
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A non-U.S. institution in accordance with Rule 240.13d1(b)(1)(ii)(J);
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k.
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¨
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Group, in accordance with Rule 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
Rule 240.13d1(b)(1)(ii)(J), please specify the type of
institution:
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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a.
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Amount beneficially owned:
4,695,044
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b.
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Percent of class
5.27%
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c.
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Number of shares as to which such person has:
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i.
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Sole power to vote or to direct the vote
4,695,044
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ii.
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Shared power to vote or to direct the vote
none
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iii.
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Sole power to dispose or to direct the disposition of
4,695,044
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iv.
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Shared power to dispose or to direct the disposition of
none
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Item 5.
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Ownership of 5 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
¨
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Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person
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If any other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of
the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable.
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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If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
Not Applicable.
Item 8.
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Identification and Classification of Members of the Group
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If a group has filed this schedule pursuant
to Rule 13d-1(b)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable.
Item 9.
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Notice of Dissolution of Group
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Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable.
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a.
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The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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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b.
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The following certification shall be included if the statement is filed pursuant to Rule 240.13d-1(b)(1)(ii)(J), or if the statement is filed pursuant to Rule 240.13d-1(b)(1)(ii)(K) and a member of the
group is a non-U.S. institution eligible to file pursuant to Rule 240.13d-1(b)(1)(ii)(J):
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By signing below I certify
that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to [insert particular category of institutional investor] is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S.
institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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c.
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The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c):
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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.
Not Applicable.
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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May 21, 2014
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Dated
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/S/ ROBERT E. MEAD
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Signature
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Robert E. Mead
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Name/Title
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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.
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