-----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, P58CE6v/RK3rfaRl33doJdzXmz+EbK9Od4uXuHZDq24b4ySCRMHf7zvQSYVg6Tql urPqJFV95G5Ex7SkSi3XPw== 0001214659-09-001546.txt : 20090622 0001214659-09-001546.hdr.sgml : 20090622 20090622172532 ACCESSION NUMBER: 0001214659-09-001546 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090622 DATE AS OF CHANGE: 20090622 GROUP MEMBERS: KEVIN C. TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENWEST PHARMACEUTICALS CO CENTRAL INDEX KEY: 0001047188 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911513032 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55303 FILM NUMBER: 09904120 BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY ROAD STREET 2: SUITE 11 CITY: DANBURY STATE: CT ZIP: 06810-5120 BUSINESS PHONE: 877-736-9378 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY ROAD STREET 2: SUITE 11 CITY: DANBURY STATE: CT ZIP: 06810-5120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANG CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001191935 IRS NUMBER: 680517277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4401 EASTGATGE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582003830 MAIL ADDRESS: STREET 1: 4401 EASTGATE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13D/A 1 d62090sc13da7.htm AMENDMENT NO. 7 d62090sc13da7.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*

 
Penwest Pharmaceuticals Co.
(Name of Issuer)
 
Common Stock, par value $0.001
(Title of Class of Securities)
 
709754105
(CUSIP Number)
 
Kevin C. Tang
Tang Capital Management, LLC
4401 Eastgate Mall
San Diego, CA 92121
(858) 200-3830
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
June 19 , 2009
(Date of Event which Requires Filing of this Statement)
 
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.  x

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).

(Continued on following pages)
 
Page 1 of 6
 
CUSIP NO. 709754105
13D/A
Page 2 of 6

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Tang Capital Partners, LP
2.
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
3.
SEC Use Only
 
4.
Source of Funds
 
WC
5.
Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
¨
 
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power
0  
8.
Shared Voting Power
6,396,598
9.
Sole Dispositive Power
0  
10.
Shared Dispositive Power
    6,396,598
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
    
    6,396,598
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares         ¨
 
13.
Percent of Class Represented by Amount in Row (11)
    20.2%
14
Type of Reporting Person
 
PN
  
 
Page 2 of 6
 

CUSIP NO. 709754105
13D/A
Page 3 of 6

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Tang Capital Management, LLC
2.
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
3.
SEC Use Only
 
4.
Source of Funds
 
WC
5.
Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
¨
 
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power
    0  
8.
Shared Voting Power
    6,396,598
9.
Sole Dispositive Power
    0  
10.
Shared Dispositive Power
    6,396,598
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    6,396,598
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares         ¨
 
13.
Percent of Class Represented by Amount in Row (11)
 
    20.2%
14
Type of Reporting Person
 
OO
  
 
Page 3 of 6
 
 
CUSIP NO. 709754105
13D/A
Page 4 of 6

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Kevin C. Tang
2.
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
3.
SEC Use Only
 
4.
Source of Funds
 
PF, WC, OO
5.
Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
¨
 
6.
Citizenship or Place of Organization
 
United States
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power
    77,500  
8.
Shared Voting Power
    6,544,098
9.
Sole Dispositive Power
    77,500  
10.
Shared Dispositive Power
    6,618,098
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    6,695,598
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares         ¨
 
13.
Percent of Class Represented by Amount in Row (11)
 
    21.1%  
14
Type of Reporting Person
 
IN
  
Page 4 of 6
 
Explanatory Note: This Amendment No. 7 relates to and amends the Statement of Beneficial Ownership on Schedule 13D of Tang Capital Partners, LP, a Delaware partnership, Tang Capital Management, LLC, a Delaware limited liability company and Kevin C. Tang, a United States citizen (each, a “Reporting Person” and collectively, the “Reporting Persons”), initially filed jointly by the Reporting Persons with the Securities and Exchange Commission on January 12, 2009 and amended February 19, 2009, March 3, 2009, March 10, 2009, March 12, 2009, March 30, 2009 and April 28, 2009 (as so amended the “Statement”), with respect to the Common Stock, $0.001 par value (the “Common Stock”), of Penwest Pharmaceuticals Co., a Washington corporation (the “Issuer”).

Item 4 of the Statement is hereby amended to the extent hereinafter expressly set forth.  All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.

 
Item 4.
Purpose of Transaction
 
Item 4 of the Statement is hereby amended to add the following:
 
Kevin C. Tang was elected to the board of directors of the Issuer at the annual meeting of shareholders held on June 10, 2009. The results of such election were certified by the independent inspector of elections on June 19, 2009.
 
 
 
Page 5 of 6
 
SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the following Reporting Persons certifies that the information set forth in this statement is true, complete and correct.
 
June 22 , 2009

 
Tang Capital Partners, LP
  
       
       
 
By:
Tang Capital Management, LLC
  
       
 
By:
/s/ Kevin C. Tang
  
   
Kevin C. Tang, Manager
  
       
       
 
Tang Capital Management, LLC
  
       
 
By:
/s/ Kevin C. Tang
  
   
Kevin C. Tang, Manager
  
       
       
 
/s/ Kevin C. Tang
  
 
Kevin C. Tang
  
 
 
 
 
 
 
Page 6 of 6
 
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