- Initial Statement of Beneficial Ownership (3)
October 30 2009 - 9:28AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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QVT Associates GP LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/22/2009
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3. Issuer Name
and
Ticker or Trading Symbol
INHIBITEX, INC. [INHX]
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(Last)
(First)
(Middle)
1177 AVENUE OF THE AMERICAS, 9TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, $0.001 par value
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8203125
(1)
(2)
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I
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Through QVT Fund LP and Quintessence Fund L.P.
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Warrant
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10/28/2009
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10/28/2013
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Common Stock, $0.001 par value
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3691406
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$1.46
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I
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Through QVT Fund LP and Quintessence Fund L.P.
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Explanation of Responses:
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(
1)
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QVT Fund LP directly beneficially owns 7,407,422 shares of Common Stock. In addition, QVT Fund LP directly beneficially owns 3,333,340 Warrants. Quintessence Fund L.P. directly beneficially owns 795,703 shares of Common Stock. In addition, Quintessence Fund L.P. directly beneficially owns 358,066 Warrants. The Warrants contain an issuance limitation prohibiting the holder of such Warrants from exercising the Warrants to the extent that such exercise would result in beneficial ownership by such holder and certain related parties of more than 9.99% of the Common Stock then issued and outstanding. Due to the issuance limitation above, none of the Warrants held by QVT Fund LP or Quintessence Fund L.P. are presently exercisable. (Continued in Footnote 2)
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(
2)
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QVT Associates GP LLC, as General Partner of QVT Fund LP and Quintessence Fund L.P., may be deemed to beneficially own the aggregate number of shares of Common Stock owned by QVT Fund LP and Quintessence Fund L.P. Accordingly, QVT Associates GP LLC may be deemed to be the indirect beneficial owner of an aggregate amount of 8,203,125 shares of Common Stock, and, if the Warrants were presently exercisable in full, QVT Associates GP LLC may be deemed to be the indirect beneficial owner of an aggregate amount of 3,691,406 additional shares of Common Stock. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
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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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QVT Associates GP LLC
1177 AVENUE OF THE AMERICAS
9TH FLOOR
NEW YORK, NY 10036
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X
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QVT Fund LP
WALKERS SPV, WALKERS HOUSE
87 MARY STREET
GEORGE TOWN, GRAND CAYMAN, E9 KY1-9002
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X
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Signatures
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/s/ Tracy Fu, Managing Member
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10/29/2009
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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 5(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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