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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D/A
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO §240.13d-2(a)
(Amendment
No. 1)
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Cypress
Bioscience, Inc.
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(Name
of Issuer)
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Common
Stock, par value $0.001 per share
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(Title
of Class of Securities)
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232674507
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(CUSIP
Number)
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Peter
Kolchinsky
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RA
Capital Management, LLC
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20
Park Plaza, Suite 905
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Boston,
MA 02116
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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September
28, 2010
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(Date
of Event which Requires Filing of this
Statement)
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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. [ ]
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).
CUSIP
No.
232674507
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1.
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Names
of Reporting Persons.
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RA
Capital Management, LLC
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds
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WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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[
]
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6.
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Citizenship
or Place of Organization
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Massachusetts
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
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1,000,000
1
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8.
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Shared
Voting Power
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0
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9.
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Sole
Dispositive Power
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1,000,000
1
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10.
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Shared
Dispositive Power
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,000,000
1
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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[
]
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13.
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Percent
of Class Represented by Amount in Row (11)
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2.59%
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14.
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Type
of Reporting Person (See Instructions)
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IA
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1
These
shares represent 501,274 shares held by RA Capital Healthcare Fund, L.P. (the
“Fund”) and 498,726 shares held by Blackwell Partners, LLC (“Blackwell”).
RA Capital
Management, LLC (“Capital”) is the general partner of Fund and the
investment adviser of Blackwell. Peter Kolchinsky is the sole manager of
Capital.
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1.
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Names
of Reporting Persons.
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Peter
Kolchinsky
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2.
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Check
the Appropriate Box if a Member of a Group
|
|
|
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(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds
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OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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[
]
|
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6.
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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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7.
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Sole
Voting Power
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0
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8.
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Shared
Voting Power
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1,000,000
1
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9.
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Sole
Dispositive Power
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0
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10.
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Shared
Dispositive Power
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1,000,000
1
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,000,000
1
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
[
]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
2.59%
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN
|
1
These
shares represent 501,274 shares held by RA Capital Healthcare Fund, L.P. (the
“Fund”) and 498,726 shares held by Blackwell Partners, LLC (“Blackwell”).
RA Capital
Management, LLC (“Capital”) is the general partner of Fund and the
investment adviser of Blackwell. Peter Kolchinsky is the sole manager of
Capital.
|
1.
|
Names
of Reporting Persons.
|
|
|
RA
Capital Healthcare Fund, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
|
|
|
|
(a)
[ ]
(b)
[ ]
|
|
3.
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SEC
Use Only
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|
4.
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Source
of Funds
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WC
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|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
[
]
|
|
6.
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Citizenship
or Place of Organization
|
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
|
Sole
Voting Power
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501,274
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8.
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Shared
Voting Power
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0
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9.
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Sole
Dispositive Power
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501,274
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10.
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Shared
Dispositive Power
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0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
501,274
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|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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[
]
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13.
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Percent
of Class Represented by Amount in Row (11)
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1.30%
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14.
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Type
of Reporting Person (See Instructions)
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PN
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Explanatory
Note
.
This Amendment No. 1 relates to and
amends the Schedule 13D initially filed jointly by Peter Kolchinsky, RA Capital
Management, LLC and RA Capital Healthcare Fund, L.P. (collectively, the
“Reporting Persons”) with the Securities and Exchange Commission on September
13, 2010 (the “Schedule 13D Statement”), with respect to the Common Stock,
$0.001 par value (the “Common Stock”), of Cypress Bioscience, a Delaware
corporation (the “Issuer”). Mr. Kolchinsky (the “Manager”) is the
manager of RA Capital Management, LLC (“Capital”), which is the investment
adviser and sole general partner of RA Capital Healthcare Fund, L.P. (“Fund”)
and serves as the investment adviser to a separate discretionary account. All
capitalized terms used and not expressly defined herein have the respective
meanings ascribed to such terms in the Schedule 13D Statement.
Item 5 of the Schedule 13D Statement is
hereby amended to the extent hereinafter expressly set
forth.
Item
5. Interest in
Securities of the Issuer
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(a)
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Amount beneficially
owned and percentage of
class:
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RA
Capital Management,
LLC 1,000,000
shares of Common Stock, representing 2.59% of the class
Peter
Kolchinsky 1,000,000
shares of Common Stock, representing 2.59% of the class
RA
Capital Healthcare Fund,
L.P. 501,274
shares of Common Stock, representing 1.30% of the class
(b)
Voting and disposition
powers:
Sole power to vote or direct the
vote:
RA Capital Management,
LLC 1,000,000
shares of Common Stock, representing 2.59% of the class
Peter
Kolchinsky 0
shares of Common Stock, representing 0% of the class
RA Capital Healthcare Fund,
L.P. 501,274
shares of Common Stock, representing 1.30% of the class
Shared power to vote or direct the
vote:
RA Capital Management,
LLC 0
shares of Common Stock, representing 0% of the class
Peter
Kolchinsky 1,000,000
shares of Common Stock, representing 2.59% of the class
RA Capital Healthcare Fund,
L.P. 0
shares of Common Stock, representing 0% of the class
Sole power to dispose or direct the
disposition:
RA Capital Management,
LLC 1,000,000
shares of Common Stock, representing 2.59% of the class
Peter
Kolchinsky 0
shares of Common Stock, representing 0% of the class
RA Capital Healthcare Fund,
L.P. 1,000,000
shares of Common Stock, representing 1.30% of the class
Shared power to dispose or direct the
disposition:
RA Capital Management,
LLC 0
shares of Common Stock, representing 0% of the class
Peter
Kolchinsky 1,000,000
shares of Common Stock, representing 2.59% of the class
RA Capital Healthcare Fund,
L.P. 0
shares of Common Stock, representing 0% of the class
(c) The
Reporting Persons have engaged in the following transactions in the Issuer’s
Common Stock since the most recent filing on Schedule 13D, which occurred on
September 13, 2010:
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Entity
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Transaction
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Trade
Date
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Shares
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Price/Share
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RA
Capital Healthcare Fund LP
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Open
market sale
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28-Sep-10
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107,400
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$3.7485
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RA
Capital Healthcare Fund, LP
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Open
market sale
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28-Sep-10
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5,100
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$3.8347
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RA
Capital Healthcare Fund, LP
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Open
market sale
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28-Sep-10
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63,569
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$3.7
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RA
Capital Healthcare Fund, LP
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Open
market sale
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28-Sep-10
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75,000
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$3.7433
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RA
Capital Healthcare Fund, LP
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Open
market sale
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28-Sep-10
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37,500
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$3.72
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RA
Capital Healthcare Fund, LP
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Open
market sale
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29-Sep-10
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25,000
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$3.655
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RA
Capital Healthcare Fund, LP
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Open
market sale
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29-Sep-10
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56,785
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$3.6677
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RA
Capital Healthcare Fund, LP
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Open
market sale
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29-Sep-10
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43,213
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$3.6706
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RA
Capital Healthcare Fund, LP
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Open
market sale
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29-Sep-10
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50,002
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$3.66
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RA
Capital Healthcare Fund, LP
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Open
market sale
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30-Sep-10
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90,357
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$3.7197
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Blackwell
Partners LLC
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Open
market sale
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28-Sep-10
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107,400
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$3.7485
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Blackwell
Partners, LLC
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Open
market sale
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28-Sep-10
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5,100
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$3.8347
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Blackwell
Partners ,LLC
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Open
market sale
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28-Sep-10
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63,569
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$3.7
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Blackwell
Partners, LLC
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Open
market sale
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28-Sep-10
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75,000
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$3.7433
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Blackwell
Partners, LLC
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Open
market sale
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28-Sep-10
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37,500
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$3.72
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Blackwell
Partners, LLC
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Open
market sale
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29-Sep-10
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25,000
|
$3.655
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Blackwell
Partners, LLC
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Open
market sale
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29-Sep-10
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56,785
|
$3.6677
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Blackwell
Partners, LLC
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Open
market sale
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29-Sep-10
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49,998
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$3.66
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Blackwell
Partners, LLC
|
Open
market sale
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29-Sep-10
|
43,217
|
$3.6706
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|
Blackwell
Partners, LLC
|
Open
market sale
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30-Sep-10
|
89,897
|
$3.7197
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(d) N/A
(e) The
Reporting Persons ceased to be a beneficial owner of more than five percent of
the Common Stock of the Issuer on September 28, 2010.
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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DATE: September 30,
2010
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RA CAPITAL HEALTHCARE FUND,
L.P.
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By:
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RA Capital Management,
LLC
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General
Partner
|
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By:
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/s/ Peter
Kolchinsky
|
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Name: Peter
Kolchinsky
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Title:
Manager
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RA CAPITAL MANAGEMENT,
LLC
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By:
|
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/s/ Peter
Kolchinsky
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Name: Peter
Kolchinsky
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Title: Manager
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PETER
KOLCHINSKY
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/s/ Peter
Kolchinsky
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