- Amended Statement of Changes in Beneficial Ownership (4/A)
June 23 2009 - 5:48PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BVF PARTNERS L P/IL
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2. Issuer Name
and
Ticker or Trading Symbol
ADOLOR CORP
[
ADLR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Indirect Beneficial Owner
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(Last)
(First)
(Middle)
ONE SANSOME STREET, 30TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/19/2009
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(Street)
SAN FRANCISCO, CA 94104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
6/19/2009
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/19/2009
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S
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5500
(1)
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D
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$1.9986
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6209051
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D
(2)
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Common Stock
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6/19/2009
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S
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4000
(1)
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D
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$1.9986
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6205051
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D
(3)
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Common Stock
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6/19/2009
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S
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12000
(1)
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D
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$1.9986
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6193051
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D
(4)
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Common Stock
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6193051
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I
(5)
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General partner and manager of entities with direct ownership.
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Common Stock
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6193051
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I
(6)
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General Partner of entity with indirect ownership.
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Common Stock
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6193051
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I
(7)
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Sole shareholder and sole director of entity with indirect ownership.
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Units may represent aggregation of daily trade activity. Details regarding individual execution amounts and prices are available upon request.
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(
2)
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Shares directly beneficially owned by Biotechnology Value Fund, L.P. ("BVF")
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(
3)
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Shares directly beneficially owned by Biotechnology Value Fund II, L.P. ("BVF II")
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(
4)
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The shares of Common Stock are directly beneficially owned by BVF Investments, LLC ("BVFLLC"), a Delaware limited liability company. Pursuant to the operating agreement of BVFLLC, BVF Partners, L.P., a Delaware limited partnership ("Partners") is authorized, among other things, to invest the contributed capital of Samana Capital, L.P., the majority member of BVFLLC, in the shares of Common Stock and other securities and to vote, exercise or convert and dispose of such securities and is entitled to receive fees based on assets under management and, subject to certain exceptions, allocations based on realized and unrealized gains on such assets.
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(
5)
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The shares of Common Stock are indirectly beneficially owned by Partners. Partners is the general partner of BVF and BVF II and is the manager of BVFLLC.
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(
6)
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The shares of Common Stock are indirectly beneficially owned by BVF Inc., a Delaware corporation ("BVF Inc."). BVF Inc. is the general partner of Partners.
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(
7)
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Mark N. Lampert is the sole shareholder, sole director, and an officer of BVF Inc.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BVF PARTNERS L P/IL
ONE SANSOME STREET, 30TH FLOOR
SAN FRANCISCO, CA 94104
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X
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Indirect Beneficial Owner
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BIOTECHNOLOGY VALUE FUND L P
900 N. MICHIGAN AVE., SUITE 1100
CHICAGO, IL 60611
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Direct Beneficial Owner
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BIOTECHNOLOGY VALUE FUND II LP
900 N. MICHIGAN AVE., SUITE 1100
CHICAGO, IL 60611
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Direct Beneficial Owner
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BVF INVESTMENTS LLC
900 N. MICHIGAN AVE., SUITE 1100
CHICAGO, IL 60611
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Direct Beneficial Owner
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BVF INC/IL
ONE SANSOME STREET, 30TH FLOOR
SAN FRANCISCO, CA 94104
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X
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Indirect Beneficial Owner
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LAMPERT MARK N
2415 GREEN ST
SAN FRANCISCO, CA 94123
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X
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Indirect Beneficial Owner
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Signatures
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BVF Partners L.P., By: BVF Inc., its GP, By: /s/ Mark N. Lampert
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6/23/2009
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**
Signature of Reporting Person
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Date
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BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners L.P., its GP, By: BVF Inc., By: /s/ Mark N. Lampert
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6/23/2009
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**
Signature of Reporting Person
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Date
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BIOTECHNOLOGY VALUE FUND II, L.P., By: BVF Partners L.P., its GP, By: BVF Inc., By: /s/ Mark N. Lampert
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6/23/2009
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**
Signature of Reporting Person
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Date
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BVF INVESTMENTS, L.L.C., By: BVF Partners L.P., its Manager, By: BVF Inc., By: /s/ Mark N. Lampert
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6/23/2009
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**
Signature of Reporting Person
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Date
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BVF INC., By: /s/ Mark N. Lampert
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6/23/2009
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**
Signature of Reporting Person
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Date
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Mark N. Lampert, By: /s/ Mark N. Lampert
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6/23/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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