sc0026.htm

sc0026.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A
Under the Securities Exchange Act of 1934

(Amendment No. 3)

NEUROGEN CORPORATION

(Name of Issuer)

Common Stock, par value $0.025 per share

(Title of Class of Securities)

64124E-10-6

(CUSIP Number)

December 31, 2009

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]

[X]

[ ]

Rule 13d-1(b)

Rule 13d-1(c)

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 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 (the “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 10 Pages

CUSIP No. 64124E-10-6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Andrew H. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

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 -0-
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

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

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%

12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 2 of 10 Pages

CUSIP No. 64124E-10-6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Daniel R. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

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 -0-
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

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

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%

12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 3 of 10 Pages

CUSIP No. 64124E-10-6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) James S. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

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 -0-
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

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

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%

12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 4 of 10 Pages

CUSIP No. 64124E-10-6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Thomas J. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

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 -0-
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

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

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%

12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 5 of 10 Pages

CUSIP No. 64124E-10-6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Joan H. Tisch

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]
(b) [X]

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 -0-
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-

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

[ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%

12	TYPE OF REPORTING PERSON (See Instructions) IN

Page 6 of 10 Pages

Item 1(a)

Name of Issuer:

Neurogen Corporation

Item 1(b)

Address of Issuer’s Principal Executive Offices:

35 Northeast Industrial Road,
Branford, Connecticut 06405.

Item 2(a)

Name of Person Filing:

This Schedule 13G is being filed jointly by Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch and Joan H. Tisch (the “Reporting Persons”).

Item 2(b)

Address of Principal Business Office or, if none, Residence:

	Name		Business Address
	Andrew H. Tisch		667 Madison Avenue New York, New York 10065
	Daniel R. Tisch		c/o TowerView LLC 500 Park Avenue New York, New York 10021
	James S. Tisch		667 Madison Avenue New York, New York 10065
	Thomas J. Tisch		667 Madison Avenue New York, New York 10065
	Joan H. Tisch		c/o Barry L. Bloom 655 Madison Avenue, 19th Floor New York, New York 10065

Item 2(c)

Citizenship:

Each of the Reporting Persons is a United States citizen.

Item 2(d)

Title of Class of Securities:

Common Stock, par value $0.025 per share

Item 2(e)

CUSIP Number:

64124E-10-6

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or (c), check
whether the person filing is a: N/A

(a)

[ ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[ ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

Page 7 of 10 Pages

(c)

[ ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[ ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[ ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[ ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[ ]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

[ ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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 (15 U.S.C. 80a-3);

(j)

[ ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

As a result of the merger of Neurogen Corporation with a subsidiary of Ligand Pharmaceuticals Incorporated on December 23, 2009, the Reporting Persons have disposed of all of their shares of Neurogen Common Stock.

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 [X].

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 or
Control Person.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Page 8 of 10 Pages

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

Dated February 16, 2010

	/s/ Andrew H. Tisch
	Andrew H. Tisch

	/s/ Daniel R. Tisch
	Daniel R. Tisch

	/s/ James S. Tisch
	James S. Tisch

	/s/ Thomas J. Tisch
	Thomas J. Tisch

	/s/ Joan H. Tisch
	Joan H. Tisch

Page 9 of 10 Pages

AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Neurogen Corporation is being filed with the Securities and Exchange Commission on behalf of each of them.

Dated February 16, 2010

	/s/ Andrew H. Tisch
	Andrew H. Tisch

	/s/ Daniel R. Tisch
	Daniel R. Tisch

	/s/ James S. Tisch
	James S. Tisch

	/s/ Thomas J. Tisch
	Thomas J. Tisch

	/s/ Joan H. Tisch
	Joan H. Tisch

Page 10 of 10 Pages