-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F2BqaeGzFtiFtYo92yOx0Uv0+jHovChNv1ltatdNfbk3m4gx9xhyvZC0tt97DL7z Iwcf3SA/Dk1kYgTKo7ni/Q== 0001193125-06-028430.txt : 20060213 0001193125-06-028430.hdr.sgml : 20060213 20060213134144 ACCESSION NUMBER: 0001193125-06-028430 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTHBERG JONATHAN M CENTRAL INDEX KEY: 0001076352 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CURAGEN CORP STREET 2: 555 LONG WHARF DRIVE CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 5612235452 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CURAGEN CORP CENTRAL INDEX KEY: 0001030653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 061331400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53811 FILM NUMBER: 06602346 BUSINESS ADDRESS: STREET 1: 322 EAST MAIN STREET CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 203 481 1104 MAIL ADDRESS: STREET 1: 322 EAST MAIN STREET CITY: BRANFORD STATE: CT ZIP: 06405 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 8 TO SCHEDULE 13-G AMENDMENT NO. 8 TO SCHEDULE 13-G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

 

 

 

CuraGen Corporation

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

 

23126R 10 1

(CUSIP Number)

 

 

December 31, 2005

(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)

 

¨ Rule 13d-1(c)

 

x 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).

 

Page 1 of 5 pages

CUSIP NO. 23126R 10 1

   13G    

 

  1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

Jonathan M. Rothberg, Ph.D.

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

 

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United States

    

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  

  5    SOLE VOTING POWER

 

 

6,000,901 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the limited partners are Dr. Rothberg and trusts for the benefit of Dr. Rothberg’s issue and (ii) 690,000 shares of Common Stock subject to currently exercisable options).

 

  6    SHARED VOTING POWER

 

 

400 shares (consists of 400 shares of Common Stock held by Dr. Rothberg’s wife).

 

  7    SOLE DISPOSITIVE POWER

 

 

6,000,901 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the limited partners are Dr. Rothberg and trusts for the benefit of Dr. Rothberg’s issue and (ii) 690,000 shares of Common Stock subject to currently exercisable options).

 

  8    SHARED DISPOSITIVE POWER

 

 

400 shares (consists of 400 shares of Common Stock held by Dr. Rothberg’s wife).

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

6,001,301 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the limited partners are Dr. Rothberg and trusts for the benefit of Dr. Rothberg’s issue, (ii) 690,000 shares of Common Stock subject to currently exercisable options and (iii) 400 shares of Common Stock owned by Dr. Rothberg’s wife).

    
10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not applicable.

  

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

10.65%

    
12  

TYPE OF REPORTING PERSON

 

 

IN

    

 

 

Page 2 of 5 pages

Item 1    (a).    Name of Issuer:
          CuraGen Corporation
Item 1    (b).    Address of Issuer’s Principal Executive Offices:
          322 East Main Street
          Branford, CT 06405
Item 2    (a).    Name of Person Filing:
          Jonathan M. Rothberg, Ph.D.
Item 2    (b).    Address of Principal Business Office or, if None, Residence:
          530 Whitfield Street
          Guilford, CT 06437
Item 2    (c).    Citizenship:
          United States
Item 2    (d).    Title of Class of Securities:
          Common Stock
Item 2    (e).    CUSIP Number:
          23126R 10 1
Item 3.    If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
     (a)    ¨      Broker or dealer registered under Section 15 of the Act.
     (b)    ¨      Bank as defined in Section 3(a)(6) of the Act.
     (c)    ¨      Insurance company as defined in Section 3(a)(19) of the Act.
     (d)    ¨      Investment company registered under Section 8 of the Investment Company Act of 1940.
     (e)    ¨      An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
     (f)    ¨      An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
     (g)    ¨      A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
     (h)    ¨      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     (i)    ¨      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.
     (j)    ¨      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Page 3 of 5 pages

Item 4. Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:

 

6,001,301 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the limited partners are Dr. Rothberg and trusts for the benefit of Dr. Rothberg’s issue, (ii) 690,000 shares of Common Stock subject to currently exercisable options and (iii) 400 shares of Common Stock owned by Dr. Rothberg’s wife).

 

  (b) Percent of class: 10.65%

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:

 

6,000,901 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the limited partners are Dr. Rothberg and trusts for the benefit of Dr. Rothberg’s issue and (ii) 690,000 shares of Common Stock subject to currently exercisable options).

 

  (ii) Shared power to vote or to direct the vote:

 

400 shares (consists of 400 shares of Common Stock held by Dr. Rothberg’s wife).

 

  (iii) Sole power to dispose or to direct the disposition of:

 

6,000,901 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the limited partners are Dr. Rothberg and trusts for the benefit of Dr. Rothberg’s issue and (ii) 690,000 shares of Common Stock subject to currently exercisable options).

 

  (iv) Shared power to dispose or to direct the disposition of:

 

400 shares (consists of 400 shares of Common Stock held by Dr. Rothberg’s wife).

 

Item 5. Ownership of Five Percent or Less of a Class

 

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 ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not applicable.

 

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.

 

Page 4 of 5 pages

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.

 

Date: February 11, 2006

      

By:

  

/s/ Jonathan M. Rothberg, Ph.D.

           

Name:

  

Jonathan M. Rothberg, Ph.D.

 

Page 5 of 5 pages

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