UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b)
(AMENDMENT
NO. 1)*
K-V Pharmaceutical
Company
(Name
of Issuer)
Class A Common
Stock
(Title
of Class of Securities)
482740 20
6
(CUSIP
Number)
December 31,
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:
[
] 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).
1.
NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
283,423
7.
SOLE DISPOSITIVE POWER
8.
SHARED DISPOSITIVE POWER
283,423
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
283,423
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.8%
12.
TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.
NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Gem
Investment Advisors, LLC
|
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
283,423
7.
SOLE DISPOSITIVE POWER
8.
SHARED DISPOSITIVE POWER
283,423
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
283,423
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.8%
12.
TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.
NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
283,423
7.
SOLE DISPOSITIVE POWER
8.
SHARED DISPOSITIVE POWER
283,423
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
283,423
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.8%
12.
TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
Amendment is filed with respect to the shares of Class A common stock, $.01 par
value (the "Common Stock"), of
K-V Pharmaceutical
Company (the "Issuer")
beneficially owned by the Reporting Persons
identified below as of February 12, 2010 and amends and supplements the Schedule
13G filed on February 19, 2009 (collectively, the "Schedule
13G"). Except as set forth herein, the Schedule 13G is
unmodified.
The
names of the persons filing this statement on this Schedule 13G (collectively,
the “Reporting Persons”) are
Gem Partners, LP (the
“Gem Partners”), Gem Investment Advisors, LLC (“Advisors”) and Daniel M.
Lewis.
Advisors is the general partner of Gem
Partners. Mr. Lewis is the managing member of Advisors.
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:
(i)
Gem Partners owns
283,423
shares
of Common Stock.
(ii)
Advisors, as the general partner of Gem Partners, beneficially owns the shares
of Common Stock held by Gem Partners.
(iii)
Mr. Lewis, as the controlling person of Advisors, is deemed to beneficially own
the shares of Common Stock beneficially owned by Advisors.
(iv)
Collectively, the Reporting Persons beneficially own
283,423
shares
of Common Stock.
(b) Percent
of Class:
(i)
Gem Partners’ beneficial ownership of
283,423
shares
of Common Stock represents 0.8% of all of the outstanding shares of Common
Stock.
(ii)
Advisors’ beneficial ownership of
283,423
shares
of Common Stock represents 0.8% of all of the outstanding shares of Common
Stock.
(iii)
Mr. Lewis’s beneficial ownership of
283,423
shares
of Common Stock represents 0.8% of all of the outstanding shares of Common
Stock.
(iv)
Collectively, the Reporting Persons’ beneficial ownership of
283,423
shares
of Common Stock represents 0.8% of all of the outstanding shares of Common
Stock.
(c)
Number of shares as to which such person has:
|
(i)
|
Sole
power to vote or to direct the vote
|
Not
applicable.
|
(ii)
|
Shared
power to vote or to direct the vote of shares of Common
Stock:
|
Gem
Partners, Advisors and Mr. Lewis have shared power to vote or direct the vote of
the
283,423
shares
of Common Stock held by Gem Partners.
|
(iii)
|
Sole
power to dispose or to direct the disposition of shares of Common
Stock:
|
Not
applicable.
|
(iv)
|
Shared
power to dispose or to direct the disposition of shares of Common
Stock:
|
Gem
Partners, Advisors and Mr. Lewis have shared power to dispose or direct the
disposition of the
283,423
shares
of Common Stock beneficially held by Gem Partners.
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 Persons have ceased to
be the beneficial owners of more than five percent of the class of securities,
check the following [X].
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
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 its knowledge and belief,
the
undersigned certifies that the information set forth in this statement
is
true,
complete, and correct.
Dated: February
16, 2010
GEM PARTNERS,
LP
By: Gem
Investment Advisors, LLC, as General Partner
By:
/s/
Daniel M. Lewis
Daniel M. Lewis, Managing Member
GEM
INVESTMENT ADVISORS, LLC
By:
/s/
Daniel M. Lewis
Daniel M. Lewis, Managing Member
/s/
Daniel M. Lewis
Daniel M. Lewis
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