UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
ARDEA
BIOSCIENCES, INC.
|
(Name
of Issuer)
|
Common
Stock, $0.001 par value per share
|
(Title
of Class of Securities)
|
Kevin
C. Tang
Tang
Capital Management, LLC
4401
Eastgate Mall
San
Diego, CA 92121
(858)
200-3830
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
December
17, 2008
|
(Date
of Event which Requires Filing of this
Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note
: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
§ 240.13d-7 for other
parties to whom copies are to be sent.
* 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).
(Continued
on following pages)
CUSIP
NO.
03969P107
|
13D/A
|
Page 2 of
8
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Tang Capital Partners,
LP
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
¨
(b)
ý
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
WC
|
5.
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
¨
|
6.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
3,359,275
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
18.8 %
|
14
|
Type
of Reporting Person
PN
|
CUSIP
NO.
03969P107
|
13D/A
|
Page 3 of
8
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Tang Capital Management,
LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
¨
(b)
ý
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
WC
|
5.
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
¨
|
6.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
18.8 %
|
14
|
Type
of Reporting Person
OO
|
CUSIP
NO.
03969P107
|
13D/A
|
Page 4
of 8
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Kevin C.
Tang
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
¨
(b)
ý
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
PF, WC,
OO
|
5.
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
¨
|
6.
|
Citizenship
or Place of Organization
United
States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
170,891
|
8.
|
Shared
Voting Power
3,513,167
|
9.
|
Sole
Dispositive Power
170,891
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,733,058
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
20.8 %
|
14
|
Type
of Reporting Person
IN
|
Explanatory Note
:
This Amendment No. 6 relates to and amends the
Statement of Beneficial Ownership on Schedule 13D/A of Tang Capital Partners,
LP, a Delaware partnership, Tang Capital Management, LLC, a Delaware limited
liability company and Kevin C. Tang, a United States citizen (each, a “Reporting
Person” and collectively, the “Reporting Persons”), initially filed jointly by
the Reporting Persons with the Securities and Exchange Commission on March 3,
2006 (the “Statement”), with respect to the Common Stock, $0.01 par value (the
“Common Stock”), of Ardea Bioscience, Inc., a Delaware corporation (the
“Issuer”).
Items
3 and 5 of the Statement are hereby amended to the extent hereinafter expressly
set forth. All capitalized terms used and not expressly defined
herein have the respective meanings ascribed to such terms in the
Statement.
Item 3.
Source and Amount of Funds or Other
Consideration
Since
the date of the last filing on Schedule 13D, on December 17, 2008 Tang Capital
Partners, LP purchased 156,652 shares of the Issuer’s common stock through a
private placement for $11.14 per share.
Since
the date of the last filing on Schedule 13D, on December 17, 2008 Tang Capital
Partners, LP purchased warrants to purchase 39,163 shares of the Issuer’s common
stock through a private placement for $0.125 per share. The warrants are
exercisable 180 days after the closing of the transaction at an exercise price
of $11.14 per share and expire in five years from the date of
grant.
Tang
Capital Partners, LP holds some of its shares in commingled margin accounts,
which may extend margin credit to Tang Capital Partners, LP as and when required
to open or carry positions in the margin accounts, subject to applicable federal
margin regulations, stock exchange rules and credit policies. In such instances,
the positions held in the margin accounts are pledged as collateral security for
the repayment of debit balances in these accounts. The margin accounts may from
time to time have debit balances. Since other securities are held in the margin
accounts, it is not possible to determine the amounts, if any, of margin used to
purchase the shares of common stock reported herein.
Item
5. Interest in Securities of the
Issuer
(a)
Amount beneficially owned
and percentage of class
:
Tang Capital Partners,
LP
|
3,359,275 shares,
representing 18.8 % of the class
|
Tang Capital Management,
LLC
|
3,359,275 shares,
representing 18.8 % of the class
|
Kevin C.
Tang
|
3,733,058 shares,
representing 20.8 % of the
class
|
Tang Capital Partners, LP is the record
and beneficial owner of 3,320,112 shares of the Issuer’s common stock,
and has the right to acquire an additional 39,163 shares of common stock upon
exercise of warrants it holds.
Tang Capital Management,
LLC, as the general partner of Tang Capital Partners, LP, may be deemed to
beneficially own the 3,359,275 shares held or acquirable by Tang
Capital Partners, LP. Tang Capital Management, LLC shares voting and dispositive
power over such shares with Tang Capital Partners, LP and Kevin C.
Tang.
Kevin C.
Tang is the beneficial owner of 3,733,058 shares of the Issuer’s common
stock, comprising 28,953 shares owned by Justin L. Tang under the Uniform
Transfers to Minors Act (“UTMA”), for which Kevin C. Tang serves as trustee,
22,477 shares owned by Julian K. Tang under the UTMA, for which Kevin C. Tang
serves as trustee, 4,819 shares owned by Noa Y. Tang under the UTMA, for which
Kevin C. Tang serves as trustee, 10,803 shares owned by the Tang Advisors, LLC
Profit Sharing Plan, for which Kevin C. Tang serves as trustee and is a
participant, 129,242 shares held by the Tang Family Trust, for which Kevin C.
Tang serves as co-trustee, 15,089 shares held by Kevin C. Tang’s Individual
Retirement Account, 88,750 shares issuable upon exercise of options held by
Kevin C. Tang within 60 days of this Statement, 6,000 shares owned by the
Individual Retirement Account for the benefit of Chang L. Kong (the “Chang
IRA”), 6,000 shares owned by the Individual Retirement Account for the benefit
of Chung W. Kong (the “Chung IRA”), 37,000 shares owned by Joan M. Lamb, 24,650
shares owned by the Haeyoung and Kevin Tang Foundation, Inc., and
3,359,275 shares held or acquirable by Tang Capital Partners,
LP.
Justin L. Tang, Julian K. Tang and Noa
Y. Tang are Kevin C. Tang’s children. Kevin C. Tang is a beneficiary
of the Tang Family Trust and shares voting and dispositive power over the shares
held by the Tang Family Trust with his wife, Haeyoung K. Tang. Chang
L. and Chung W. Kong are Kevin C. Tang’s in-laws and Mr. Tang may be deemed to
have shared dispositive power over the shares held in the Chang IRA and the
Chung IRA. Joan M. Lamb is an acquaintance of Kevin C. Tang and Mr.
Tang may be deemed to have shared dispositive power over the shares held by Ms.
Lamb. The Haeyoung and Kevin Tang Foundation, Inc. is a private
foundation, for which Kevin C. Tang serves as President and Treasurer. Mr. Tang
shares voting and dispositive power over the shares held by this foundation with
Haeyoung K. Tang. Tang Capital Management, LLC, as the general partner of Tang
Capital Partners, LP, and Kevin C. Tang, as the manager of Tang Capital
Management, LLC, may also be deemed to beneficially own the shares beneficially
owned by Tang Capital Partners, LP. Kevin C. Tang disclaims
beneficial ownership of all shares reported herein except to the extent of his
pecuniary interest therein. Chang L. and Chung W. Kong are retired
U.S. citizens and their address is 6429 Peinado Way, San Diego, CA
92121. Haeyoung K. Tang is a U.S. citizen and shares her residence
with Kevin C. Tang. Joan M. Lamb is a U.S. citizen and her address is 1160 Park
Avenue, New York, NY 10128. Ms. Lamb is self-employed in the design
industry.
The
Haeyoung and Kevin Tang Foundation, Inc. is a not-for-profit corporation
incorporated in the state of Delaware and its address is 4401 Eastgate Mall, San
Diego, CA 92121.
(b)
Voting and disposition
powers
:
Sole
power to vote or direct the vote:
Tang
Capital Partners, LP
|
0
shares
|
Tang
Capital Management, LLC
|
0
shares
|
Kevin
C. Tang
|
170,891
shares
|
Shared
power to vote or direct the vote:
|
|
|
|
Tang
Capital Partners, LP
|
3,359,275
shares
|
Tang
Capital Management, LLC
|
3,359,275
shares
|
Kevin
C. Tang
|
3,513,167
shares
|
Sole
power to dispose or direct the disposition:
|
|
|
|
Tang
Capital Partners, LP
|
0
shares
|
Tang
Capital Management, LLC
|
0
shares
|
Kevin
C. Tang
|
170,891
shares
|
|
|
Shared
power to dispose or direct the disposition:
|
|
|
|
Tang
Capital Partners, LP
|
3,359,275
shares
|
Tang
Capital Management, LLC
|
3,359,275
shares
|
Kevin
C. Tang
|
3,562,167
shares
|
(c)
Other
than the purchases described in Item 3, none of Kevin C. Tang, Tang Capital
Partners, LP and Tang Capital Management, LLC. have effected any
transaction in the Issuer’s common stock within the last 60 days.
(d) N/A.
(e) N/A.
SIGNATURES
After reasonable inquiry and to the
best of his or its knowledge and belief, each of the following Reporting Persons
certifies that the information set forth in this statement is true, complete and
correct.
December
29, 2008
|
Tang Capital Partners,
LP
|
|
|
|
|
|
|
|
|
|
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By:
|
Tang
Capital Mangement, LLC
|
|
|
|
|
|
|
By:
|
/s/ Kevin
C. Tang
|
|
|
|
Kevin
C. Tang, Manager
|
|
|
|
|
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|
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Tang Capital Management,
LLC
|
|
|
|
|
|
|
By:
|
/s/ Kevin
C. Tang
|
|
|
|
Kevin
C. Tang, Manager
|
|
|
|
|
|
|
|
|
|
|
/s/
Kevin C. Tang
|
|
|
Kevin
C. Tang
|
|
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Page 8 of 8