- Amended Statement of Ownership (SC 13G/A)
January 30 2009 - 4:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 1)
Under the
Securities Exchange Act of 1934
Avalon Pharmaceuticals Inc.
|
(Name
of Issuer)
|
|
Common
Stock
|
(Title of
Class of Securities)
|
|
05346P106
|
(CUSIP
Number)
|
|
December
31, 2008
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
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
(“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. 05346P106
|
SCHEDULE
13G/A
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Page 2
of 7 Pages
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1
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NAME OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merlin
BioMed Private Equity Advisors, LLC (IRS No.
13-4178606)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
LIMITED LIABILITY COMPANY
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
1,049,846
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
1,049,846
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,846
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
12
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TYPE
OF REPORTING PERSON (See Instructions)
OO
|
CUSIP
No. 05346P106
|
SCHEDULE
13G/A
|
Page 3
of 7 Pages
|
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1
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NAMES OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dominique
S
é
mon
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
SWITZERLAND
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
1,049,846
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
1,049,846
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,846
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
Item
1. (a) Name of Issuer:
Avalon
Pharmaceuticals Inc.
(b) Address of Issuer’s Principal
Executive Offices:
20358 Seneca Meadows
Parkway
Germantown, Maryland 20876
Item
2. (a) Name of Person Filing:
Merlin BioMed Private Equity Advisors,
LLC
Dominique Sémon
(b) Address of Principal Business Office or, if none, Residence:
230 Park Avenue, Suite 928
New York, New
York 10169
(c) Citizenship:
Merlin BioMed Private Equity Advisors,
LLC is a Delaware Limited Liability Company.
Dominique Sémon is a citizen of
Switzerland.
(d) Title of Class of
Securities:
Common Stock
(e) CUSIP Number:
05346P106
Item
3. If this statement is being filed pursuant to Rule 13d-1(b) or
(c), or 13d-2(b), check whether the person filing is:
(a)
|
[ ]
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Broker or dealer
registered under Section 15 of the Act
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(b)
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[ ]
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Bank as defined in
section 3(a)(6) of the Act
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(c)
|
[ ]
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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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[ ]
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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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A parent holding
company or control person in accordance with Rule
13d-1(b)(ii)(G)
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(h)
|
[ ]
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A savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act
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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
|
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Section 3(c)(14) of
the Investment Company Act of 1940
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(j)
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[ ]
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Group, in accordance
with 13d-1(b)(1)(ii)(J)
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Item 4.
Ownership:
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(a) Amount
Beneficially Owned:
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1,049,846*
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(b) Percent of
Class:
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6.1%
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(c) Number of Shares
as to which such person has:
|
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|
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(i) Sole
power to vote or direct the vote:
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0
|
|
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(ii) Shared
power to vote or direct the vote:
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1,049,846*
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(iii) Sole power to
dispose or direct the disposition of:
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0
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(iv) Shared
power to dispose or direct the disposition of:
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1,049,846*
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*See Attachment A.
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 [ ]
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
Various
other persons have the right to receive or the power to direct the receipt
of dividends from, or proceeds from sale of, the securities whose ownership
is reported on this schedule. No other person’s interest in such
securities relates to more than five percent of the class.
Item 7.
Identification and Classification of the Subsidiary which Acquired the Security
Being Reported on By the Parent Holding Company
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 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.
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.
|
Merlin
BioMed Private Equity Advisors, LLC
By: Dominique
Sémon, as Managing Member
|
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/s/Dominique
Sémon
Managing
Member
|
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Dominique
Sémon
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/s/Dominique
Sémon
Dominique
Sémon
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Date: January
30, 2009
ATTACHMENT
A
As of December 31, 2008,
Merlin BioMed Private Equity Advisors, LLC (“Merlin”) was the beneficial owner
of 1,049,846 shares of Common Stock of Avalon Pharmaceuticals Inc. (“Common
Stock”) for a total beneficial ownership of 6.1% of the outstanding shares of
Common Stock. Dominique Sémon is the Managing Member of
Merlin. Merlin and Dominique Sémon are shown as sharing voting power
and dispositive power of the same 1,049,846 shares of Common Stock.
ATTACHMENT B
AGREEMENT OF JOINT FILING
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other persons
signatory below of a statement on Schedule 13G or any amendments thereto, with
respect to the Common Stock of Avalon Pharmaceuticals Inc. and that this
Agreement be included as an attachment to such filing.
This
Agreement may be executed in any number of counterparts each of which shall be
deemed to be an original and all of which together shall be deemed to constitute
one and the same Agreement.
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement on the 30th day of January, 2009.
|
Merlin
BioMed Private Equity Advisors, LLC
By: Dominique
Sémon, as Managing Member
|
|
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/s/Dominique
Sémon
Managing
Member
|
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Dominique
Sémon
|
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/s/Dominique
Sémon
Dominique
Sémon
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Page
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