SC 13 G Amendment # 5

-----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, OAbQiFqxpe2R4vVY9H3rTUAZYJ8gTZVZsdYUvDUqFRXqSSgZG3LNe+peRfFctiaQ FZyLOhDnAQWKQepU+n7BJQ== 0001193125-06-030776.txt : 20060214 0001193125-06-030776.hdr.sgml : 20060214 20060214125945 ACCESSION NUMBER: 0001193125-06-030776 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: CLARE A. PLACHETKA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLACHETKA JOHN R CENTRAL INDEX KEY: 0001135011 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 9194900012X219 MAIL ADDRESS: STREET 1: 6330 QUADRANGLE DR STREET 2: STE 240 CITY: CHAPEL HILL STATE: NC ZIP: 27514 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POZEN INC /NC CENTRAL INDEX KEY: 0001059790 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 621657552 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59871 FILM NUMBER: 06610834 BUSINESS ADDRESS: STREET 1: 6330 QUADRANGLE DR STREET 2: SUITE 240 CITY: CHAPEL HILL STATE: NC ZIP: 27514 BUSINESS PHONE: 9194900012 MAIL ADDRESS: STREET 1: 6330 QUADRANGLE DR STREET 2: SUITE 240 CITY: CHAPEL HILL STATE: NC ZIP: 27514 SC 13G/A 1 dsc13ga.htm SC 13 G AMENDMENT # 5 SC 13 G Amendment # 5

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

POZEN, Inc.

(Name of Issuer)

Class A Common Stock, $.001 Par Value

(Title of Class of Securities)

73941U102

(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 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.

13G


CUSIP No. 73941U102		Page 1 of 5 Pages


1		NAME OF REPORTING PERSON/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) JOHN R. PLACHETKA
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

Beneficially

Owned by

Each

Reporting

Person

With

5 SOLE VOTING POWER

2,841,129

6 SHARED VOTING POWER

1,444,209

7 SOLE DISPOSITIVE POWER

2,841,129

8 SHARED DISPOSITIVE POWER

1,444,209


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,285,338
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.8%
12		TYPE OF REPORTING PERSON IN

13G


CUSIP No. 73941U102		Page 2 of 5 Pages


1		NAME OF REPORTING PERSON/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) CLARE A. PLACHETKA
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

Beneficially

Owned by

Each

Reporting

Person

With

5 SOLE VOTING POWER

6 SHARED VOTING POWER

1,444,209

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

1,444,209


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,209
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0%
12	TYPE OF REPORTING PERSON IN

13G


CUSIP No. 73941U102		Page 3 of 5 Pages

Item 1

(a).

Name of Issuer

POZEN, Inc.

Item 1

(b).

Address of Issuer’s Principal Executive Offices

1414 Raleigh Road, Suite 400

Chapel Hill, North Carolina 27517

Item 2

(a).

Name of Person Filing

The persons filing this Schedule 13G are:

(1)

JOHN R. PLACHETKA

(2)

CLARE A. PLACHETKA

Item 2

(b).

Address of Principal Business Office

(1)

JOHN R. PLACHETKA

c/o POZEN, Inc.

1414 Raleigh Road, Suite 400

Chapel Hill, North Carolina 27517

(2)

CLARE A. PLACHETKA

321 Silver Creek Trail

Chapel Hill, North Carolina 27514

Item 2

(c).

Citizenship

John R. Plachetka and Clare A. Plachetka are citizens of the United States.

Item 2

(d).

Title of Class of Securities

Common Stock, par value $.001 per share.

Item 2

(e).

CUSIP Number

73941U102

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:

N/A

13G


CUSIP No. 73941U102		Page 4 of 5 Pages


Item 4.	Ownership.

	(a)	Amount beneficially owned:

		As of December 31, 2005, John R. Plachetka and Clare A. Plachetka shared beneficial ownership of 1,444,209 shares of the Company’s Common Stock. John R. Plachetka and Clare A. Plachetka are co-managers of Silver Hill Investments, LLC. Silver Hill Investments, LLC directly owned 1,157,808 shares of Common Stock. Silver Hill Investments, LLC is 50% owned by the John R. Plachetka Irrevocable Trust dated 4-20-2000, Wachovia Bank N.A. and Clare A. Plachetka, trustees, which directly owned 22,631 shares of Common Stock; 40% owned by the Revocable Declaration of Trust u/a dated 1-31-2000, John R. Plachetka, trustee, which directly owned 2,235,962 shares of Common Stock; and 10% owned by the Revocable Declaration of Trust u/a dated 1-31-2000, Clare A. Plachetka, trustee, which directly owned 263,770 shares of Common Stock. John R. Plachetka and Clare A. Plachetka are husband and wife.

		As of December 31, 2005, John R. Plachetka also had sole beneficial ownership of 2,841,129 shares of the Company’s Common Stock, including the 2,235,962 shares of Common Stock owned by the Revocable Declaration of Trust u/a dated 1-31-2000, John R. Plachetka, trustee. This number does not include 15,328 shares of Common Stock owned by the daughters of John R. Plachetka and Clare A. Plachetka. The reporting persons disclaim beneficial ownership of those 15,328 shares.

	(b)	Percent of Class:

		John R. Plachetka and Clare A. Plachetka shared beneficial ownership of 5.0% of the Company’s Common Stock.

		John R. Plachetka also had sole beneficial ownership of an additional 9.8% of the Company’s Common Stock.

	(c)	Number of shares as to which such persons have:

		John R. Plachetka and Clare A. Plachetka have:

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

			1,444,209 shares of Common Stock

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

			1,444,209 shares of Common Stock

		John R. Plachetka also has:

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

			2,841,129 shares of Common Stock

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

			2,841,129 shares of Common Stock

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

	N/A

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

	N/A

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

	N/A

Item 8.	Identification and Classification of Members of the Group.

	N/A

Item 9.	Notice of Dissolution of Group.

	N/A

Item 10.	Certifications.

	N/A

13G


CUSIP No. 73941U102		Page 5 of 5 Pages

SIGNATURES

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.


By:		/s/ John R. Plachetka
		John R. Plachetka

Dated: February 14, 2006


By:		/s/ Clare A. Plachetka
		Clare A. Plachetka

Dated: February 14, 2006

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