AVRX Avalon Pharmaceuticals (MM)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Avalon Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $.01 par value per share

 

(Title of Class of Securities)

05346P106

 

(CUSIP Number)

February 5, 2009

 

(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)
			þ 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).

 

 

Schedule 13G

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Schedule 13G

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Schedule 13G

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* NOTE: Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners L.P. See Item 4 of this Schedule 13G.

Schedule 13G		Page 5 of 10

CUSIP No.		05346P106

Item 1.

	(a)		Name of Issuer:
			Avalon Pharmaceuticals, Inc.
	(b)		Address of Issuer’s Principal Executive Offices:

20358 Seneca Meadows Parkway
Germantown, MD 20876

Item 2.

(a)

Name of Person Filing:

	(1)		Henry Partners, L.P.
	(2)		Matthew Partners, L.P.
	(3)		Henry Investment Trust, L.P.

(b)

Address of Principal Business Office, if none, Residence:

	(1)		255 South 17 th Street, Suite 2608 Philadelphia, PA 19103
	(2)		255 South 17 th Street, Suite 2608 Philadelphia, PA 19103
	(3)		255 South 17 th Street, Suite 2608 Philadelphia, PA 19103

(c)

Citizenship:

	(1)		Delaware
	(2)		Delaware
	(3)		Pennsylvania

	(d)		Title of Class of Securities:
			Common Stock, $.01 par value per share
	(e)		CUSIP Number:
			05346P106

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)		o      Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
	(b)		o      Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

Schedule 13G		Page 6 of 10

CUSIP No.		05346P106

	(c)		o      Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)		o       Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)		o      An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)		o       An employee benefit plan or endowment fund in accordance with §240.13d-(b)(1)(ii)(F).
	(g)		o      A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)		o      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)		o      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).
	(j)		o      A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
	(k)		o       Group, in accordance with §240.13d-(b)(1)(ii)(K).

Not applicable.

Item 4.		Ownership

     Henry Partners, L.P. and Matthew Partners, L.P. are beneficial holders, in the aggregate, of 1,225,000 shares of common stock of the Issuer, or approximately 6.0% of the total number of shares of common stock of the Issuer outstanding. Henry Investment Trust, L.P. (“HIT”) is the General Partner of each of Henry Partners, L.P. and Matthew Partners, L.P. David W. Wright is the investment manager of each of Henry Partners, L.P. and Matthew Partners, L.P. and is the President of Canine Partners, LLC, the General Partner of HIT. Investment decisions made on behalf of Henry Partners, L.P. and Matthew Partners, L.P. are made primarily through their General Partner and David W. Wright.

(a)

Amount beneficially owned:

	(1)		725,000
	(2)		500,000
	(3)    1,225,000 (HIT may be deemed a beneficial owner of the shares held by Henry Partners, L.P. and Matthew Partners, L.P. solely because it is the general partner of those partnerships)

(b)

Percent of Class:

	(1)		3.5%
	(2)		2.5%
	(3)		6.0%

Schedule 13G		Page 7 of 10

CUSIP No.		05346P106

(c)

Number of Shares as to which the person has:

i.

Sole power to vote or to direct the vote:

	(1)		725,000
	(2)		500,000
	(3)		1,225,000 (HIT may be deemed a beneficial owner of the shares held by Henry Partners, L.P. and Matthew Partners, L.P. solely because it is the general partner of those partnerships)

ii.

Shared power to vote or to direct the vote:

	(1)		-0-
	(2)		-0-
	(3)		-0-

iii.

Sole power to dispose or to direct the disposition of:

	(1)		725,000
	(2)		500000
	(3)    1,225,000 (HIT may be deemed a beneficial owner of the shares held by Henry Partners, L.P. and Matthew Partners, L.P. solely because it is the general partner of those partnerships)

iv.

Shared power to dispose or to direct the disposition of:

	(1)		-0-
	(2)		-0-
	(3)		-0-

     The percentages set forth in this Schedule 13G are based upon the total number of shares of the Issuer’s common stock outstanding of 20,428,475 shares as reported as of November 12, 2008 in the Issuer’s Form 10-Q report for the quarter ended September 30, 2008.

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. o

Item 6.		Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

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CUSIP No.		05346P106

Item 8.		Identification and Classification of Member of the Group
		Not applicable.

Item 9.		Notice of Dissolution of Group
		Not applicable.

Item 10.		Certification
		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.

Schedule 13G		Page 9 of 10

CUSIP No.		05346P106

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.

Schedule 13G		Page 10 of 10

CUSIP No.		05346P106

JOINT FILING AGREEMENT

     The undersigned, the Reporting Persons named in this Schedule 13G (the “Schedule 13G”), hereby agree that the Schedule 13G is filed on behalf of each of them and that each Reporting Person is responsible for the timely filing of any amendments to the Schedule 13G. Each Reporting Person further agrees that each of them is responsible for the completeness and accuracy of the information concerning such Reporting Person, respectively, contained in the Schedule 13G and that each of them is not responsible for the completeness or accuracy of the information concerning the other Reporting Persons.

          IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 9th day of February, 2009.

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