-----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, OOUusA9d6Pg3PyQfp120PhsNh4ARwr4wiOJOnkgb4mEMRcMgarbqSj8DxxGh54fA WyHdaU2uz7CGwOzfIobsUw== 0001011438-07-000222.txt : 20070410 0001011438-07-000222.hdr.sgml : 20070410 20070410163936 ACCESSION NUMBER: 0001011438-07-000222 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070410 DATE AS OF CHANGE: 20070410 GROUP MEMBERS: RICHARD C. PERRY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Monogram Biosciences, Inc. CENTRAL INDEX KEY: 0001094961 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 943234479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59123 FILM NUMBER: 07759193 BUSINESS ADDRESS: STREET 1: 345 OYSTER POINT BLVD. CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650.635.1100 MAIL ADDRESS: STREET 1: 345 OYSTER POINT BLVD. CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: VIROLOGIC INC DATE OF NAME CHANGE: 20000222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERRY CORP CENTRAL INDEX KEY: 0000919085 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125834100 MAIL ADDRESS: STREET 1: 599 LEXINGTON STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 form_13ag-monogram.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

MONOGRAM BIOSCIENCES, INC.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

60975U108

(CUSIP Number)

 

March 30, 2007

(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

o

o

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 the 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 9 Pages

Exhibit Index: Page 8

 

 



 

CUSIP NO. 60975U108

Page 2 of 9 Pages

 

 

 

1

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

PERRY CORP.

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

o

 

b.

o

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

NEW YORK

 

 

5

Sole Voting Power

Number of

Shares

 

16,086,423

Beneficially

Owned By

Each

6

Shared Voting Power

0

Reporting

Person

With

7

Sole Dispositive Power

16,086,423

 

8

Shared Dispositive Power

 

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,086,423

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

o

 

11

Percent of Class Represented By Amount in Row (9)

 

12.21%

 

12

Type of Reporting Person (See Instructions)

 

IA, CO

 

 

 



 

CUSIP NO. 60975U108

Page 3 of 9 Pages

 

 

1        Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

RICHARD C. PERRY

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

o

 

 

b.

o

 

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

UNITED STATES

 

 

5

Sole Voting Power

Number of

Shares

 

16,086,423

Beneficially

Owned By

Each

6

Shared Voting Power

0

Reporting

Person

With

7

Sole Dispositive Power

16,086,423

 

8

Shared Dispositive Power

 

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,086,423

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

o

 

11

Percent of Class Represented By Amount in Row (9)

 

12.21%

 

12

Type of Reporting Person (See Instructions)

 

IN, HC

 

 



 

CUSIP NO. 60975U108

Page 4 of 9 Pages

 

 

 

Item 1(a)

Name of Issuer:

 

Monogram Biosciences, Inc. (the "Issuer").

 

Item 1(b)

Address of the Issuer's Principal Executive Offices:

 

 

345 Oyster Point Blvd.

 

 

South San Francisco, CA 94080

 

Item 2(a)

Name of Person Filing:

 

This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

 

 

i)

Perry Corp.; and

 

ii)

Richard C. Perry, in his capacities as the President and sole stockholder of Perry Corp. ("Mr. Perry").

This statement relates to Shares (as defined herein) held for the accounts of two or more private investment funds for which Perry Corp. acts as general partner and/or managing member of the general partner and/or investment adviser.

Item 2(b)

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

 

The address of the principal business office of each of the Reporting Persons is 767 Fifth Avenue, New York, New York 10153.

Item 2(c)

Citizenship:

 

 

1)

Perry Corp. is a New York corporation; and

 

2)

Mr. Perry is a citizen of the United States.

Item 2(d)

Title of Class of Securities:

 

Common Stock, par value $0.001 per share (the "Shares").

 

Item 2(e)

CUSIP Number:

 

60975U108

 

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:

 

 

i)

Perry Corp. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

 

ii)

Mr. Perry is a control person of Perry Corp.

 

 



 

CUSIP NO. 60975U108

Page 5 of 9 Pages

 

 

 

Item 4.

Ownership:

 

Item 4(a)

Amount Beneficially Owned:

 

As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of 16,086,423 Shares.

 

Item 4(b)

Percent of Class:

 

As of March 5, 2007, the number of Shares outstanding was 131,742,353 according to the Issuer’s Form 10-K filed on March 9, 2007. As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 12.21% of the total number of Shares outstanding.

Item 4(c)

Number of shares as to which such person has:

 

Perry Corp.

(i)

Sole power to vote or direct the vote

16,086,423

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

16,086,423

 

(iv)

Shared power to dispose or to direct the disposition of

0

 

 

Mr. Perry

(i)

Sole power to vote or direct the vote

16,086,423

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

16,086,423

 

(iv)

Shared power to dispose or to direct the disposition of

0

 

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

The limited partners of (or investors in) each of the private investment funds for which Perry Corp. acts as general partner and/or managing member of the general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the accounts of their respective funds in accordance with their respective limited partnership interest (or investment percentages) in their respective funds.

 

 

 



 

CUSIP NO. 60975U108

Page 6 of 9 Pages

 

 

 

Item 7.

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

 

Perry Corp. is the relevant entity for which Mr. Perry may be considered a control person.

 

Perry Corp. is an investment adviser registered under the Investment Advisers Act of 1940.

 

Item 8.

Identification and Classification of Members of the Group:

 

This Item 8 is not applicable.

 

Item 9.

Notice of Dissolution of Group:

 

This Item 9 is not applicable.

 

Item 10.

Certification:

 

By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 



 

CUSIP NO. 60975U108

Page 7 of 9 Pages

 

 

 

SIGNATURES

 

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

 

 

Date: April 10, 2007

PERRY CORP.

 

 

Name:

/s/ Richard C. Perry________________

 

By:

Richard C. Perry

 

 

Title:

President

 

 

 

 

Date: April 10, 2007

RICHARD C. PERRY

 

 

By:

/s/ Richard C. Perry________________

 

 

 

 

 



 

CUSIP NO. 60975U108

Page 8 of 9 Pages

 

 

 

EXHIBIT INDEX

Page No.

A.

Joint Filing Agreement, dated as of April 10, 2007, by and among the Reporting Persons.

 

9

 

 

 



 

CUSIP NO. 60975U108

Page 9 of 9 Pages

 

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.001 per share, of Monogram Biosciences, Inc. dated as of April 10, 2007, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 

Date: April 10, 2007

PERRY CORP.

 

 

Name:

/s/ Richard C. Perry________________

 

By:

Richard C. Perry

 

 

Title:

President

 

 

 

 

Date: April 10, 2007

RICHARD C. PERRY

 

 

By:

/s/ Richard C. Perry________________

 

 

 

 

 

 

 

 

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