AVRX Avalon Pharmaceuticals (MM)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)

AVALON PHARMACEUTICALS INC
(Name of Issuer)

Common Share Purchase Warrants
(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:

/   / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/   / 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).

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CUSIP No. 05346P106

1. Name of Reporting Person:

Passport Global Master Fund SPC Ltd for and on behalf of Portfolio A – Global Strategy

2. Check the Appropriate Box if a Member of a Group:

(a) /   /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: British Virgin Islands

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 191,939 (see Item 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 191,939 (see Item 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

191,939

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/   /

11. Percent of Class Represented by Amount in Row (9): 0.93% ^*

12. Type of Reporting Person: CO

________________________________________

*

This percentage is based on the 20,620,414 Shares issued and outstanding, which number is calculated by adding (i) 20,428,475 (the number of Shares reported in the Company’s form 10-Q filed as of November 13, 2008) and (ii) 191,939 (the number of Shares issuable upon exercise of the warrants held by such Reporting Persons).

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CUSIP No. 05346P106

1. Name of Reporting Person:

Partners Group Alternative Strategies PCC Limited Gold Iota Cell

2. Check the Appropriate Box if a Member of a Group:

(a) /   /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Guernsey

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 0 (see Item 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 0 (see Item 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

0

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/   /

11. Percent of Class Represented by Amount in Row (9): 0.0% ^*

12. Type of Reporting Person: CO

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________________________________________

*	This percentage is based on the 20,428,475 Shares issued and outstanding, as reported in the Company’s form 10-Q filed as of November 13, 2008) .

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CUSIP No. 05346P106

1. Name of Reporting Person:

Passport Management, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Delaware

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 191,939 (see Item 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 191,939 (see Item 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

191,939

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/   /

11. Percent of Class Represented by Amount in Row (9): 0.93% ^*

12. Type of Reporting Person: IA

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________________________________________

*

This percentage is based on the 20,620,414 Shares issued and outstanding, which number is calculated by adding (i) 20,428,475 (the number of Shares reported in the Company’s form 10-Q filed as of November 13, 2008) and (ii) 191,939 (the number of Shares issuable upon exercise of the warrants held by such Reporting Persons).

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CUSIP No. 05346P106

1. Name of Reporting Person:

Passport Capital, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) /   /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Delaware

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 191,939 (see Item 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 191,939 (see Item 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

191,939

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/   /

11. Percent of Class Represented by Amount in Row (9): 0.93% ^*

12. Type of Reporting Person: IA
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________________________________________

*

This percentage is based on the 20,620,414 Shares issued and outstanding, which number is calculated by adding (i) 20,428,475 (the number of Shares reported in the Company’s form 10-Q filed as of November 13, 2008) and (ii) 191,939 (the number of Shares issuable upon exercise of the warrants held by such Reporting Persons).

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CUSIP No. 05346P106

1. Name of Reporting Person:

John Burbank

2. Check the Appropriate Box if a Member of a Group:

(a) /   /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: United States

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 191,939 (see Item 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 191,939 (see Item 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

191,939

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/   /

11. Percent of Class Represented by Amount in Row (9): 0.93% ^*

12. Type of Reporting Person: IN
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________________________________________

*

This percentage is based on the 20,620,414 Shares issued and outstanding, which number is calculated by adding (i) 20,428,475 (the number of Shares reported in the Company’s form 10-Q filed as of November 13, 2008) and (ii) 191,939 (the number of Shares issuable upon exercise of the warrants held by such Reporting Persons).

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Item 1(a).	Name of Issuer:
	Avalon Pharmaceuticals Inc. (the “Company”).
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	20358 Seneca Meadows Parkway
	Germantown, MD 20876
Item 2(a).	Name of Persons Filing:
	Passport Global Master Fund SPC Ltd for and on behalf of Portfolio A – Global Strategy (“Fund I”);
	Partners Group Alternative Strategies PCC Limited Gold Iota Cell (“Fund II”);
	Passport Management, LLC (“Passport Management”);
	Passport Capital, LLC (“Passport Capital”); and
	John Burbank (“Burbank,” together with Fund I, Fund II, Passport Management, Passport Holdings and Passport Capital, the “Reporting Persons”).
	Burbank is the sole managing member of Passport Capital; Passport Capital is the sole managing member of Passport Management. Passport Management is the investment manager to Fund I and Trading Advisor to Fund II. As a result, each of Passport Management, Passport Capital and Burbank may be considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of, the Shares owned of record by Fund I and Fund II. This statement on Schedule 13G shall not be construed as an admission that any of the Reporting Persons (other than Fund I and Fund II) is the beneficial owner of the securities covered by this statement.
Item 2(b).	Address of Principal Business Office:
	For each Reporting Person:
	C/O PASSPORT MANAGEMENT
	30 HOTALING PLACE SUITE 300
	SAN FRANCISCO, CA 94111
Item 2(c).	Citizenship:
	See row 4 of each Reporting Persons’ respective cover page.
Item 2(d).	Title of Class of Securities:
	Common Share Purchase Warrants of the Company (the “ Common Shares”)
Item 2(e).	CUSIP Number:
	05346P106
Item 3.	Not applicable.

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Item 4.

Ownership.

	(a)	Amount beneficially owned:
		See Item 9 of each Reporting Persons’ respective cover page.
	(b)	Percent of class:
		See Item 11 of each Reporting Persons’ respective cover page.
	(c)	Number of shares for which each Reporting Person has sole or shared voting on disposition:
		See Items 5-8 of each Reporting Persons’ respective cover page.

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 [ X ].
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 By the Parent Holding Company.
	Not Applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable.
Item 9.	Notice of Dissolution of a 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.

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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.

Dated: February 13, 2009

	PASSPORT GLOBAL MASTER FUND SPC LTD
	FOR AND ON BEHALF OF PORTFOLIO A –
	GLOBAL STRATEGY
	By:	/s/ JOHN BURBANK
		John Burbank
		Director
	PARTNERS GROUP ALTERNATIVE
	STRATEGIES PCC LIMITED GOLD IOTA CELL
	By:	PASSPORT MANAGEMENT, LLC
		as Trading Advisor
	By:	PASSPORT CAPITAL, LLC,
		as Managing Member
	By:	/s/ JOHN BURBANK
		John Burbank,
		Managing Member
	PASSPORT MANAGEMENT, LLC
	By:	PASSPORT CAPITAL, LLC,
		as Managing Member
	By:	/s/ JOHN BURBANK
		John Burbank,
		Managing Member
	PASSPORT CAPITAL, LLC
	By:	JOHN BURBANK
		John Burbank,
		Managing Member

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	/s/ JOHN BURBANK
	John Burbank

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     Exhibit 1

JOINT FILING AGREEMENT

          In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them the statement on Schedule 13G to which this agreement is attached as an exhibit.

          The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

          IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 13, 2009 .

	PASSPORT GLOBAL MASTER FUND SPC LTD
	FOR AND ON BEHALF OF PORTFOLIO A –
	GLOBAL STRATEGY
	By:	/s/ JOHN BURBANK
		John Burbank
		Director
	PARTNERS GROUP ALTERNATIVE
	STRATEGIES PCC LIMITED GOLD IOTA CELL
	By:	PASSPORT MANAGEMENT, LLC
		as Trading Advisor
	By:	PASSPORT CAPITAL, LLC,
		as Managing Member
	By:	/s/ JOHN BURBANK
		John Burbank,
		Managing Member
	PASSPORT HOLDINGS, LLC
	By:	PASSPORT CAPITAL, LLC,
		as Managing Member

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	By:	/s/ JOHN BURBANK
		John Burbank,
		Managing Member
	PASSPORT MANAGEMENT, LLC
	By:	PASSPORT CAPITAL, LLC,
		as Managing Member
	By:	/s/ JOHN BURBANK
		John Burbank,
		Managing Member
	PASSPORT CAPITAL, LLC
	By:	/s/ JOHN BURBANK
		John Burbank,
		Managing Member
	/s/ JOHN BURBANK
	John Burbank

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