- Amended Statement of Ownership (SC 13G/A)
February 17 2009 - 10:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(
Amendment No. 2)*
Replidyne, Inc.
|
(Name of Issuer)
|
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
|
76028W107
|
(CUSIP Number)
|
|
December 31, 2008
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
o
o
x
|
Rule 13d-1(d)
Rule 13d-1(d)
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 disclosures provided in a prior cover page.
The information required on the reminder 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”) orotherwise 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.
76028W107
|
Page 2 of 19 Pages
|
SCHEDULE 13G
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Perseus-Soros BioPharmaceutical Fund, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
4
|
CITENZSHIP OR PLACE OF ORGANIZATION
Delawar
e
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
6
7
8
|
SOLE VOTING POWER
1,487,808
SHARED VOTING POWER
-0-
SOLE DISPOSITIVE POWER
1,487,808
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,487,808
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 76028W107
|
Page 3 of 19 Pages
|
SCHEDULE 13G
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Perseus-Soros Partners, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
4
|
CITENZSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
6
7
8
|
SOLE VOTING POWER
1,487,808
SHARED VOTING POWER
-0-
SOLE DISPOSITIVE POWER
1,487,808
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,487,808
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 76028W107
|
Page 4 of 19 Pages
|
SCHEDULE 13G
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Perseus BioTech Fund Partners, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
4
|
CITENZSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
6
7
8
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
1,487,808
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
1,487,808
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,487,808
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 76028W107
|
Page 5 of 19 Pages
|
SCHEDULE 13G
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
SFM Participation, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
4
|
CITENZSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
6
7
8
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
1,487,808
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
1,487,808
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,487,808
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 76028W107
|
Page 6 of 19 Pages
|
SCHEDULE 13G
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
SFM AH LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
4
|
CITENZSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
6
7
8
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
1,487,808
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
1,487,808
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,487,808
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 76028W107
|
Page 7 of 19 Pages
|
SCHEDULE 13G
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Perseus, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
4
|
CITENZSHIP OR PLACE OF ORGANIZATION
Delawar
e
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
6
7
8
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
1,487,808
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
1,487,808
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,487,808
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 76028W107
|
Page 8 of 19 Pages
|
SCHEDULE 13G
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Frank H. Pearl
(in the capacity described herein)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
4
|
CITENZSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
6
7
8
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
1,487,808
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
1,487,808
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,487,808
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 76028W107
|
Page 9 of 19 Pages
|
SCHEDULE 13G
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
George Soros
(in the capacity described herein)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
4
|
CITENZSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
6
7
8
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
1,487,808
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
1,487,808
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,487,808
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
12
|
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 76028W107
|
Page 10 of 19 Pages
|
SCHEDULE 13G
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Soros Fund Management LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
4
|
CITENZSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
6
7
8
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
1,487,808
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
1,487,808
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,487,808
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
12
|
TYPE OF REPORTING PERSON
OO, IA
|
CUSIP No. 76028W107
|
Page 11 of 19 Pages
|
SCHEDULE 13G
Item 1.
|
(a)
|
Name of Issuer
Replidyne, Inc. (the “Company”).
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
1450 Infinite Drive
Louisville, CO 80027
|
Item 2.
|
(a)
|
Names of Persons Filing
This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
|
|
|
(i)
|
Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership (“Perseus-Soros”);
|
|
|
(ii)
|
Perseus-Soros Partners, LLC, a Delaware limited liability company (“PSP GP” and general partner of Perseus-Soros);
|
|
|
(iii)
|
Perseus BioTech Fund Partners, LLC, a Delaware limited liability company (“PBFP Partners” and managing member of PSP GP);
|
|
|
(iv)
|
SFM Participation, L.P., a Delaware limited partnership (“SFM Participation” and managing member of PSP GP);
|
|
|
(v)
|
SFM AH LLC, a Delaware limited liability company (“SFM AH” and general partner of SFM Participation);
|
|
|
(vi)
|
Perseuspur, L.L.C., a Delaware limited liability company (“Perseuspur” and managing member of PBFP Partners);
|
|
|
(vii)
|
Mr. Frank H. Pearl (“Mr. Pearl” and managing member of Perseuspur);
|
|
|
(viii)
|
Mr. George Soros (“Mr. Soros” and Chairman of SFM LLC); and
|
|
|
(ix)
|
Soros Fund Management LLC, a Delaware limited liability company (“SFM LLC” and the sole managing member of SFM AH).
|
CUSIP No. 76028W107
|
Page 12 of 19 Pages
|
SCHEDULE 13G
|
(b)
|
Address of Principal Business Office
The address of the principal business offices of (i) Perseus-Soros and (ii) PSP, GP is 888 Seventh Avenue, 30th Floor, New York, NY 10106.
The address of the principal business offices of (i) PBFP Partners, (ii) Perseuspur and (iii) Mr. Pearl is 2099 Pennsylvania Ave., N.W., Suite 900, Washington, D.C. 20006.
The address of the principal business offices of (i) SFM Participation, (ii) SFM AH, (iii) SFM LLC and (iv) Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 10106.
|
|
(c)
|
Citizenship
|
|
|
(i)
|
Perseus-Soros – a Delaware limited partnership
|
|
|
(ii)
|
PSP GP – a Delaware limited liability company
|
|
|
(iii)
|
PBFP Partners – a Delaware limited liability company
|
|
|
(iv)
|
SFM Participation – a Delaware limited partnership
|
|
|
(v)
|
SFM AH – a Delaware limited liability company
|
|
|
(vi)
|
Perseuspur – a Delaware limited liability company
|
|
|
(vii)
|
Mr. Pearl – United States
|
|
|
(viii)
|
Mr. Soros – United States
|
|
|
(ix)
|
SFM LLC – a Delaware limited liability company
|
|
(d)
|
Title of Class of Securities
Common Stock, par value $0.001 per share (the “Common Stock” or “Shares”)
|
|
(e)
|
CUSIP Number
76028W107
Information contained herein concerning SFM Participation, SFM AH, SFM LLC and Mr. Soros has been provided by SFM LLC. Perseus-Soros, PSP GP, PBFP Partners, Perseuspur and Mr. Pearl assume no responsibility for such information. Information contained herein concerning PBFP Partners, Perseuspur and Mr. Pearl has been provided by each such
Reporting Person. Perseus-Soros, PSP GP, SFM Participation, SFM AH, SFM LLC and Mr. Soros assume no responsibility for such information.
|
CUSIP No. 76028W107
|
Page 13 of 19 Pages
|
SCHEDULE 13G
Item 3.
|
This statement is not being filed pursuant to either Rule 13d-1(b) or 13d-2(b) or (c).
|
Item 4.
|
Ownership
.
|
|
(a)
|
Amount Beneficially Owned
:
As of December 31, 2008, each of the Reporting Persons may be deemed to beneficially own 1,487,808 Shares.
|
|
(b)
|
Percentage Owned
:
Based on calculations made in accordance with Rule 13d-3(d), and there being 27,109,556 Shares outstanding as of October 23, 2008, each of the Reporting Persons may be deemed to beneficially own approximately 5.5% of the outstanding Common Stock, as of December 31, 2008.
|
|
(c)
|
Number of Shares as to Which Such Person Has
:
(i) Each of Perseus-Soros and PSP GP may be deemed to have sole power to direct the voting and disposition of the 1,487,808 Shares beneficially owned by Perseus-Soros.
(ii) By virtue of the relationships between and among the Reporting Persons as described in Item 2, each of the Reporting Persons other than Perseus-Soros and PSP GP may be deemed to share the power to direct the voting and disposition of 1,487,808 Shares beneficially owned by Perseus-Soros.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
Not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
The partners of Perseus-Soros have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Perseus-Soros in accordance with their ownership interests in Perseus-Soros.
|
Item 7.
|
Identification and Classification of Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
|
CUSIP No. 76028W107
|
Page 14 of 19 Pages
|
SCHEDULE 13G
Item 8.
|
Identification and Classification of Members of the Group
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group
Not applicable.
|
Item 10.
|
Certification
Not applicable.
|
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
CUSIP No. 76028W107
|
Page 15 of 19 Pages
|
SCHEDULE 13G
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated February 17, 2009
|
|
PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP
|
|
|
By:
|
Perseus-Soros Partners, LLC
General Partner
|
|
|
By:
|
SFM Participation, L.P.
Managing Member
|
|
|
By:
|
SFM AH LLC
General Partner
|
|
|
By:
|
Soros Fund Management LLC
Managing Member
|
|
|
By:
|
/s/ Jodye Anzalotta
|
|
|
|
Name: Jodye Anzalotta
Title: Assistant General Counsel
|
CUSIP No. 76028W107
|
Page 16 of 19 Pages
|
SCHEDULE 13G
|
|
PERSEUS-SOROS PARTNERS, LLC
|
|
|
By:
|
SFM Participation, L.P.
Managing Member
|
|
|
By:
|
SFM AH LLC
General Partner
|
|
|
By:
|
Soros Fund Management LLC
Managing Member
|
|
|
By:
|
/s/ Jodye Anzalotta
|
|
|
|
Name: Jodye Anzalotta
Title: Assistant General Counsel
|
|
|
PERSEUS BIOTECH FUND PARTNERS, LLC
|
|
|
By:
|
Perseuspur, L.L.C.
Managing Member
|
|
|
By:
|
Frank H. Pearl
Managing Member
|
|
|
By:
|
/s/ Kenneth M. Socha
|
|
|
|
Name: Kenneth M. Socha
Title: Attorney-in-Fact for Mr. Pearl
|
CUSIP No. 76028W107
|
Page 17 of 19 Pages
|
SCHEDULE 13G
|
|
SFM PARTICIPATION, L.P.
|
|
|
By:
|
SFM AH LLC
General Partner
|
|
|
By:
|
Soros Fund Management LLC
Managing Member
|
|
|
By:
|
/s/ Jodye Anzalotta
|
|
|
|
Name: Jodye Anzalotta
Title: Assistant General Counsel
|
|
|
SFM AH LLC
|
|
|
By:
|
Soros Fund Management LLC
Managing Member
|
|
|
By:
|
/s/ Jodye Anzalotta
|
|
|
|
Name: Jodye Anzalotta
Title: Assistant General Counsel
|
|
|
PERSEUSPUR, L.L.C.
|
|
|
By:
|
Frank H. Pearl
Managing Member
|
|
|
By:
|
/s/ Kenneth M. Socha
|
|
|
|
Name: Kenneth M. Socha
Title: Attorney-in-Fact for Mr. Pearl
|
CUSIP No. 76028W107
|
Page 18 of 19 Pages
|
SCHEDULE 13G
|
|
MR. FRANK H. PEARL
|
|
|
By:
|
/s/ Kenneth M. Socha
|
|
|
|
Name: Kenneth M. Socha
Title: Attorney-in-Fact for Mr. Pearl
|
|
|
MR. GEORGE SOROS
|
|
|
By:
|
/s/ Jodye Anzalotta
|
|
|
|
Name: Jodye Anzalotta
Title: Attorney-in-Fact
|
|
|
SOROS FUND MANAGEMENT LLC
|
|
|
By:
|
/s/ Jodye Anzalotta
|
|
|
|
Name: Jodye Anzalotta
Title: Assistant General Counsel
|
CUSIP No. 76028W107
|
Page 19 of 19 Pages
|
SCHEDULE 13G
Exhibit Index
Exhibit 1.
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
|
Exhibit 2.
|
Power of Attorney, dated June 16, 2005 appointing each of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber and Robert Soros as Attorney-In-Fact for George Soros (previously filed).
|
Exhibit 3.
|
Power of Attorney, dated December 6, 2007, appointing each of Kenneth M. Socha and Teresa Y. Bernstein as Attorney-in-Fact for Frank H. Pearl (previously filed).
|
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