UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 1
MiddleBrook Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
596087106
(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 the
disclosures provided in a prior cover page.
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).
CUSIP No. 596087106
1. Names of Reporting Person
I.R.S. Identification Nos. of above person
Trivium Capital Management, LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
IA
|
CUSIP No. 596087106
1. Names of Reporting Person
I.R.S. Identification Nos. of above person
Trivium Offshore Fund, Ltd.
2. Check the Appropriate Box if a Member of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Grand Cayman, British West Indies
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
OO
|
Item 1. (a) Issuer: MiddleBrook Pharmaceuticals, Inc.
1. Address:
20425 Seneca Meadows Parkway
Germantown, MD 20876
Item 2. (a) Name of Person Filing:
Trivium Capital Management, LLC
Trivium Offshore Fund, Ltd.
(b) Address of Principal Business Offices:
Trivium Capital Management, LLC
600 Lexington Avenue, 23rd Floor
New York, NY 10022
United States
Trivium Offshore Fund, Ltd.
c/o Citco Fund Services (Bermuda) Limited
Washington Mall West, 2nd Floor
7 Reid Street
Hamilton HM11, Bermuda
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common stock
(e) CUSIP Number: 596087106
Item 3. Trivium Capital Management, LLC is an investment advisor in accordance
with Rule 13d-1(b)(1)(ii)(E);
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
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
Not Applicable
Item 8. Identification and Classification of Members 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 acquired and 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.
Date: October 14, 2009
Trivium Capital Management, LLC
By: /s/ Ward Davis
--------------------------
Name: Ward Davis
Title: Principal
|
Trivium Offshore Fund, Ltd.
By: /s/ Ward Davis
--------------------------
Name: Ward Davis
Title: Principal
|
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated
October 14, 2009, (the "Schedule 13G/A"), with respect to the Common Stock of
MiddleBrook Pharmaceuticals, Inc. is filed on behalf of each of us pursuant to
and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, and that this Agreement shall be included as
an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be
responsible for the timely filing of the Schedule 13G/A, and for the
completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 14th day of October 2009.
Trivium Capital Management, LLC
By: /s/ Ward Davis
--------------------------
Name: Ward Davis
Title: Principal
|
Trivium Offshore Fund Ltd.
By: /s/ Ward Davis
--------------------------
Name: Ward Davis
Title: Principal
|
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