Avalon Pharmaceuticals Inc - Statement of Ownership (SC 13G)
February 14 2008 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
Avalon Pharmaceuticals
Inc
(Name of Issuer)
Common Shares
(Title of Class of
Securities)
05346P106
(CUSIP Number)
December 31, 2007
(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
persons 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).
2
CUSIP No.
05346P106
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|
1. Name of Reporting Person:
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Passport Global Master Fund SPC Ltd for and on behalf
of Portfolio A Global Strategy
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|
2. Check the Appropriate Box if a Member of a Group:
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(a) / /
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(b) /X/
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3. SEC Use Only
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4. Citizenship or Place of Organization: British
Virgin Islands
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5. Sole Voting Power: -0-
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Number of
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|
shares
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beneficially
|
6. Shared Voting Power:
877,619
(see Item
4)
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owned by
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each
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reporting
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7. Sole Dispositive Power: -0-
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person
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with:
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|
8. Shared Dispositive Power:
877,619
(see
Item 4)
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9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
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|
877,619
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|
10. Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares:
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/ /
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11. Percent of Class Represented by Amount in Row
(9):
5.10%
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|
12. Type of Reporting Person: PN
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--------------
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*
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3
CUSIP No.
05346P106
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|
1. Name of Reporting Person:
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Partners Group Alternative Strategies PCC Limited
Gold Iota Cell
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|
2. Check the Appropriate Box if a Member of a Group:
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(a) / /
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|
(b) /X/
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|
3. SEC Use Only
|
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|
4. Citizenship or Place of Organization: British
Virgin Islands
|
|
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|
5. Sole Voting Power: -0-
|
Number of
|
|
shares
|
|
beneficially
|
6. Shared Voting Power:
27,303
(see Item
4)
|
owned by
|
|
each
|
|
reporting
|
7. Sole Dispositive Power: -0-
|
person
|
|
with:
|
|
|
8. Shared Dispositive Power:
27,303
(see
Item 4)
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
|
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|
27,303
|
|
|
10. Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares:
|
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/ /
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|
11. Percent of Class Represented by Amount in Row
(9):
0.16%
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|
12. Type of Reporting Person: PN
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--------------
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4
CUSIP No.
05346P106
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|
1. Name of Reporting Person:
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Passport Holdings, LLC
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2. Check the Appropriate Box if a Member of a Group:
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(a) / /
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|
(b) /X/
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|
3. SEC Use Only
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|
4. Citizenship or Place of Organization: British
Virgin Islands
|
|
|
|
5. Sole Voting Power: -0-
|
Number of
|
|
shares
|
|
beneficially
|
6. Shared Voting Power:
877,619
(see Item
4)
|
owned by
|
|
each
|
|
reporting
|
7. Sole Dispositive Power: -0-
|
person
|
|
with:
|
|
|
8. Shared Dispositive Power:
877,619
(see
Item 4)
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
|
|
|
877,619
|
|
|
10. Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares:
|
|
|
/ /
|
|
|
11. Percent of Class Represented by Amount in Row
(9):
5.10%
|
|
12. Type of Reporting Person: OO
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--------------
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5
CUSIP No.
05346P106
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|
1. Name of Reporting Person:
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|
Passport Management, LLC
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2. Check the Appropriate Box if a Member of a Group:
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(a) / /
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(b) /X/
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|
3. SEC Use Only
|
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|
4. Citizenship or Place of Organization: Delaware
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|
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|
5. Sole Voting Power: -0-
|
Number of
|
|
shares
|
|
beneficially
|
6. Shared Voting Power:
904,922
(see Item
4)
|
owned by
|
|
each
|
|
reporting
|
7. Sole Dispositive Power: -0-
|
person
|
|
with:
|
|
|
8. Shared Dispositive Power:
904,922
(see
Item 4)
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
|
|
|
904,922
|
|
|
10. Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares:
|
|
|
/ /
|
|
|
11. Percent of Class Represented by Amount in Row
(9):
5.26%
|
|
12. Type of Reporting Person: OO
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--------------
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6
CUSIP No.
05346P106
|
|
1. Name of Reporting Person:
|
|
Passport Capital, LLC
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|
2. Check the Appropriate Box if a Member of a Group:
|
|
|
(a) / /
|
|
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|
(b) /X/
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|
3. SEC Use Only
|
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|
4. Citizenship or Place of Organization: California
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|
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|
5. Sole Voting Power: -0-
|
Number of
|
|
shares
|
|
beneficially
|
6. Shared Voting Power:
904,922
(see Item
4)
|
owned by
|
|
each
|
|
reporting
|
7. Sole Dispositive Power: -0-
|
person
|
|
with:
|
|
|
8. Shared Dispositive Power:
904,922
(see
Item 4)
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
|
|
|
904,922
|
|
|
10. Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares:
|
|
|
/ /
|
|
|
11. Percent of Class Represented by Amount in Row
(9):
5.26%
|
|
12. Type of Reporting Person: OO
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--------------
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7
CUSIP No.
05346P106
|
|
1. Name of Reporting Person:
|
|
John Burbank
|
|
2. Check the Appropriate Box if a Member of a Group:
|
|
|
(a) / /
|
|
|
|
(b) /X/
|
|
|
|
3. SEC Use Only
|
|
|
4. Citizenship or Place of Organization: United States
|
|
|
|
5. Sole Voting Power: -0-
|
Number of
|
|
shares
|
|
beneficially
|
6. Shared Voting Power:
904,922
(see Item
4)
|
owned by
|
|
each
|
|
reporting
|
7. Sole Dispositive Power: -0-
|
person
|
|
with:
|
|
|
8. Shared Dispositive Power:
904,922
(see
Item 4)
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
|
|
|
904,922
|
|
|
10. Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares:
|
|
|
/ /
|
|
|
11. Percent of Class Represented by Amount in Row
(9):
5.26%
|
|
12. Type of Reporting Person: IN
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--------------
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8
Item 1(a).
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Name of Issuer:
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Avalon Pharmaceuticals Inc. (the Company).
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Item 1(b).
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Address of Issuers Principal Executive Offices:
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20358 Seneca Meadows Parkway
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Germantown, MD 20876
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Item 2(a).
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Name of Persons Filing:
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Passport Global Master Fund SPC Ltd for and on behalf of Portfolio
A Global Strategy (Fund I);
|
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Partners Group Alternative Strategies PCC Limited Gold Iota
Cell (Fund II);
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Passport Management, LLC (Passport Management);
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Passport Holdings, LLC (Passport Holdings)
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Passport Capital, LLC (Passport Capital); and
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John Burbank (Burbank, together
with Fund I, Fund II, Passport Management, Passport Holdings and Passport
Capital, the Reporting Persons).
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Burbank is the sole managing member of
Passport Capital; Passport Capital is the sole managing member of Passport
Holdings and Passport Management. Passport Management is the investment
manager to Fund I and Trading Advisor to Fund II. As a result, each of
Passport Management, Passport Holdings, Passport Capital and Burbank may
be considered to share the power to vote or direct the vote of, and the
power to dispose or direct the disposition of, the Shares owned of record
by Fund I and Fund II. This statement on Schedule 13G shall not be construed
as an admission that any of the Reporting Persons (other than Fund I and
Fund II) is the beneficial owner of the securities covered by this statement.
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Item 2(b).
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Address of Principal Business Office:
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For each Reporting Person:
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PASSPORT CAPITAL, LLC
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30 HOTALING PLACE SUITE 300
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SAN FRANCISCO, CA 94111
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Item 2(c).
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Citizenship:
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See row 4 of each Reporting Persons respective cover
page.
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Item 2(d).
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Title of Class of Securities:
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Common Shares
of the Company (the
Common Shares)
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Item 2(e).
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CUSIP Number:
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05346P106
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Item 3.
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Not applicable.
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9
Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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See Item 9 of each Reporting Persons
respective cover page.
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(b)
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Percent of class:
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See Item 11 of each Reporting Persons
respective cover page.
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(c)
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Number of shares for which each Reporting
Person has sole or shared voting on disposition:
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See Items 5-8 of each Reporting Persons
respective cover page.
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Item 5.
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Ownership of Five Percent or
Less of a Class.
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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 [ ].
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Item 6.
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Ownership of More than Five
Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported By the Parent
Holding Company.
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Not Applicable.
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Item 8.
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Identification and Classification
of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of a Group.
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Not Applicable.
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Item 10.
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Certification.
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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.
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10
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:
February 14, 2008
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PASSPORT GLOBAL MASTER FUND SPC LTD
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FOR AND ON BEHALF OF PORTFOLIO A
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GLOBAL STRATEGY
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By:
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/s/ JOHN BURBANK
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John Burbank
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Director
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PARTNERS GROUP ALTERNATIVE
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STRATEGIES PCC LIMITED GOLD IOTA CELL
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By:
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PASSPORT MANAGEMENT, LLC
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as Trading Advisor
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By:
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PASSPORT CAPITAL, LLC,
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as Managing Member
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By:
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/s/ JOHN BURBANK
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John Burbank,
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Managing Member
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PASSPORT HOLDINGS, LLC
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By:
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PASSPORT CAPITAL, LLC,
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as Managing Member
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|
|
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By:
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/s/ JOHN BURBANK
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John Burbank,
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|
Managing Member
|
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|
|
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PASSPORT MANAGEMENT, LLC
|
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By:
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PASSPORT CAPITAL, LLC,
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|
as Managing Member
|
11
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By:
|
/s/ JOHN
BURBANK
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|
John Burbank,
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|
Managing Member
|
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PASSPORT CAPITAL, LLC
|
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|
|
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By:
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/s/ JOHN
BURBANK
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|
John Burbank,
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|
Managing Member
|
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|
|
|
|
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/s/ JOHN BURBANK
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John Burbank
|
12
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the undersigned agree to
the joint filing on behalf of each of them the statement on Schedule 13G to
which this agreement is attached as an exhibit.
The undersigned further agree
that each party hereto is responsible for the timely filing of such Schedule 13G
and any amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein; provided, however, that no
party is responsible for the completeness or accuracy of the information
concerning any other party making the filing, unless such party knows or has
reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties
have executed this Joint Filing Agreement on
February 14, 2008
.
|
PASSPORT GLOBAL MASTER FUND SPC LTD
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FOR AND ON BEHALF OF PORTFOLIO A
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GLOBAL STRATEGY
|
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|
|
|
|
|
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By:
|
/s/ JOHN BURBANK
|
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|
John Burbank
|
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|
Director
|
|
|
|
|
|
|
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PARTNERS GROUP ALTERNATIVE
|
|
STRATEGIES PCC LIMITED GOLD IOTA CELL
|
|
|
|
|
|
|
|
By:
|
PASSPORT MANAGEMENT, LLC
|
|
|
as Trading Advisor
|
|
|
|
|
|
|
|
By:
|
PASSPORT CAPITAL, LLC,
|
|
|
as Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ JOHN BURBANK
|
|
|
John Burbank,
|
|
|
Managing Member
|
|
|
|
|
|
|
|
PASSPORT HOLDINGS, LLC
|
|
|
|
|
|
|
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By:
|
PASSPORT CAPITAL, LLC,
|
|
|
as Managing Member
|
13
|
By:
|
/s/ JOHN BURBANK
|
|
|
John Burbank,
|
|
|
Managing Member
|
|
|
|
|
|
|
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PASSPORT MANAGEMENT, LLC
|
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|
|
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By:
|
PASSPORT CAPITAL, LLC,
|
|
|
as Managing Member
|
|
|
|
|
|
|
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By:
|
/s/ JOHN BURBANK
|
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John Burbank,
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Managing Member
|
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PASSPORT CAPITAL, LLC
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|
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By:
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/s/ JOHN BURBANK
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John Burbank,
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Managing Member
|
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/s/ JOHN BURBANK
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John Burbank
|
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