Monogram Biosciences, Inc. - Amended Statement of Ownership (SC 13G/A)
May 07 2008 - 12:28PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
MONOGRAM
BIOSCIENCES, INC.
(Name
of
Issuer)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title
of
Class of Securities)
60975U108
(CUSIP
Number)
May
7, 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:
*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.
60975U108
1.
|
Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
|
|
|
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Kenneth F. Siebel
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|
2.
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Check the Appropriate Box if a Member
of a
Group (See Instructions)
|
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(a)
o
|
|
(b)
o
|
|
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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
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|
|
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United States
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|
|
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5.
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Sole Voting Power
|
|
|
|
|
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5,510,100
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Number of
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Shares
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6.
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Shared Voting Power
|
Bene
ficially
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|
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Owned by
|
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7,599,000 (1)
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Each
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|
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Reporting
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7.
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Sole Dispositive Power
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Person With:
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|
|
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5,510,100
|
|
|
|
|
8.
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Shared Dispositive Power
|
|
|
|
|
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7,599,000
(1)
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|
|
9.
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Aggregate Amount Beneficially Owned
by Each
Reporting Person
|
|
|
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13,109,100 (1)
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10.
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Check if the Aggregate Amount in Row
(9)
Excludes Certain Shares (See Instructions)
|
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|
|
o
|
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11.
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Percent of Class Represented by Amount
in Row
(9)
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9.8%
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12.
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Type
of Reporting Person (See Instructions)
|
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IN, HC
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(1)
Consistent with Rule 13d-4 under the Act, Mr. Siebel disclaims beneficial
ownership of the securities beneficially owned by (i) any client accounts with
respect to which Mr. Siebel, Private Wealth Partners, LLC or its employees
have
voting or investment discretion, or both, and (ii) certain investment entities,
of which Mr. Siebel or Private Wealth Partners, LLC, is the general partner,
managing general partner, or other manager, to the extent interests in such
entities are controlled by persons other than Mr. Siebel.
Item
1.
Monogram
Biosciences, Inc.
|
(b)
|
Address
of Issuer’s Principal Executive
Offices
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345
Oyster Point Boulevard
South
San
Francisco, CA 94080
United
States
Item
2.
|
(a)
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Name
of Person Filing
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This
statement is being filed by Kenneth F. Siebel with respect to shares of the
issuer’s common stock beneficially owned directly and indirectly by Mr. Siebel,
including shares of the issuer’s common stock beneficially owned by Private
Wealth Partners LLC, a California limited liability company and a registered
investment adviser (“IA”). Mr. Siebel controls IA by virtue of Mr. Siebel’s
position as a majority managing member of IA. IA acts as investment advisor
to
PWP Partnership Fund, LLC and manages discretionary client accounts that include
shares of the issuer’s common stock.
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(b)
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Address
of Principal Business Office or, if none,
Residence
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80
E Sir
Francis Drake Blvd., 4th Floor
Larkspur,
CA 94939
Item
4 of
the cover page is incorporated by reference.
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(d)
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Title
of Class of Securities
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Common
Stock, par value $0.001 per share
60975U108
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
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
o
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Investment
company registered under section 8 of the Investment Company
Act of 1940
(15 U.S.C.
80a-8).
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(e)
o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
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(h)
o
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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)
o
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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
(15 U.S.C.
80a-3);
|
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(j)
o
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of
the
class of securities of the issuer identified in Item 1.
|
(a)
|
Amount
beneficially owned:
13,109,100
(2)
.
|
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(b)
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Percent
of class:
9.8%
.
|
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(c)
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Number
of shares as to which the person
has:
|
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(i)
|
Sole
power to vote or to direct the vote
5,510,100
.
|
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(ii)
|
Shared
power to vote or to direct the vote
7,599,000
(2)
.
|
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(iii)
|
Sole
power to dispose or to direct the disposition of
5,510,100
.
|
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(iv)
|
Shared
power to dispose or to direct the disposition of
7,599,000
(2)
.
|
(2)
Consistent with Rule 13d-4 under the Act, Mr. Siebel disclaims beneficial
ownership of the securities beneficially owned by (i) any client accounts with
respect to which Mr. Siebel, IA or its employees have voting or investment
discretion, or both, and (ii) certain investment entities, of which Mr. Siebel
or IA is the general partner, managing general partner, or other manager, to
the
extent interests in such entities are controlled by persons other than Mr.
Siebel.
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.
IA,
a
registered investment adviser, and Mr. Siebel, the majority managing member
of
IA, have the right or the power to direct the receipt of dividends from Common
Stock, and to direct the receipt of proceeds from the sale of common stock
to
IA’s investment advisory clients.
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 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.
Dated
May 7,
2008
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KENNETH
F.
SIEBEL
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/s/ Kenneth
F. Siebel
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Kenneth
F. Siebel
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