Axcan Pharma Inc - Amended Statement of Ownership (SC 13G/A)
November 09 2007 - 6:02AM
Edgar (US Regulatory)
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OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
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average burden
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No._____
2
_______)*
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Axcan
Pharma Inc. (AXCA)
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(Name
of Issuer)
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Common
Shares
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(Title
of Class of Securities)
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August
29, 2007
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(Date
of Event Which Requires Filing of this
Statement)
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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 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).
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CUSIP
No
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054923107
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Alan
Fournier
c/o
Pennant Capital Management, LLC
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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) [_]
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(b) [X]
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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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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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6.
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SHARED
VOTING POWER
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3,250,100
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7.
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SOLE
DISPOSITIVE POWER
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8.
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SHARED
DISPOSITIVE POWER
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3,250,100
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,250,100
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.87%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP
No
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054923107
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Pennant
Capital Management, LLC
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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) [_]
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(b) [X]
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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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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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6.
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SHARED
VOTING POWER
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3,250,100
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7.
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SOLE
DISPOSITIVE POWER
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8.
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SHARED
DISPOSITIVE POWER
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3,250,100
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,250,100
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.87%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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Item
1.
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(a).
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Name
of Issuer:
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Axcan
Pharma Inc. (AXCA)
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(b).
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Address
of Issuer's Principal Executive Offices:
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597
Laurier Boulevard
Mont-Saint-Hilaire
Quebec,
Canada J3H 6C4
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Item
2.
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(a).
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Name
of Person Filing:
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Alan
Fournier, c/o Pennant Capital Management, LLC
Pennant
Capital Management, LLC
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(b).
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Address
of Principal Business Office, or if None, Residence:
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Alan
Fournier
c/o
Pennant Capital Management, LLC
26 Main
Street, Suite 203
Chatham,
NJ 07928
Pennant
Capital Management, LLC
26 Main
Street, Suite 203
Chatham,
NJ 07928
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(c).
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Citizenship:
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Alan
Fournier – United States citizen
Pennant
Capital Management, LLC – Delaware limited liability
company
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(d).
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Title
of Class of Securities:
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Common
Shares
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(e).
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CUSIP
Number:
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054923107
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Item
3.
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If
This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b),
or
(c), check whether the person filing is
a
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(a)
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[_]
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Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C.
78c).
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(b)
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[_]
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Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
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(c)
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[_]
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Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C.
78c).
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(d)
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[_]
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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)
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[_]
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An
investment adviser in accordance with
§
240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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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)
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[_]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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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)
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[_]
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Group,
in accordance with
s.240.13d-1(b)(1)(ii)(J).
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Provide
the following information regarding the aggregate number and percentage
of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
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3,250,100
shares deemed beneficially owned by Alan Fournier
3,250,100
shares deemed beneficially owned by Pennant Capital Management,
LLC
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(b)
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Percent
of class:
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5.87%
deemed beneficially owned by Alan Fournier
5.87%
deemed beneficially owned by Pennant Capital Management,
LLC
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(c)
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Number
of shares as to which Alan Fournier has:
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(i)
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Sole
power to vote or to direct the vote
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,
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(ii)
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Shared
power to vote or to direct the vote
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3,250,100
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(iii)
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Sole
power to dispose or to direct the disposition of
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,
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(iv)
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Shared
power to dispose or to direct the disposition of
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3,250,100
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Number
of shares as to which Pennant Capital Management, LLC has:
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(i)
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Sole
power to vote or to direct the vote
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,
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(ii)
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Shared
power to vote or to direct the vote
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3,250,100
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,
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(iii)
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Sole
power to dispose or to direct the disposition of
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,
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(iv)
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Shared
power to dispose or to direct the disposition of
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3,250,100
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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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If
any other person is known to have the right to receive or the power
to
direct the receipt of dividends from, or the proceeds from the sale
of,
such securities, a statement to that effect should be included in
response
to this item and, if such interest relates to more than five percent
of
the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan,
pension
fund or endowment fund is not required.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding
Company.
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If
a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the
identification of the relevant subsidiary.
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Item
8.
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Identification
and Classification of Members of the
Group.
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If
a group has filed this schedule pursuant to
§
240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach
an exhibit stating the identity of each member of the
group.
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Item
9.
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Notice
of Dissolution of Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating
the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required,
by
members of the group, in their individual capacity. See Item
5.
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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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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.
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November
8, 2007
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(Date)
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PENNANT
CAPITAL MANAGEMENT, LLC
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/s/
Alan Fournier
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By:
Alan Fournier
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Title:
Managing Member
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ALAN
FOURNIER
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/s/
Alan Fournier
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Note. Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See s.240.13d-7 for other parties for whom
copies are to be sent.
Attention. Intentional
misstatements or omissions of fact constitute Federal criminal violations (see
18 U.S.C. 1001).
SK
03461 0004
826501
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