Schedule 13G Amendment No. 1

-----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, TGSj9ZGfepRt+Mq1/eYVR9NhJosLhRSqwFsP79nRjos3U7MNzu44vfrEZUTQMMq/ a4i0Fqj/ftDM8/caAE4cuQ== 0001193125-09-017410.txt : 20090203 0001193125-09-017410.hdr.sgml : 20090203 20090203141204 ACCESSION NUMBER: 0001193125-09-017410 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090203 DATE AS OF CHANGE: 20090203 GROUP MEMBERS: STONEPINE CAPITAL MANAGEMENT LLC GROUP MEMBERS: STONEPINE CAPITAL, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LYNCH TIMOTHY P CENTRAL INDEX KEY: 0001270925 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 6506244914 MAIL ADDRESS: STREET 1: 651 GATEWAY BLVD STE 950 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VAXGEN INC CENTRAL INDEX KEY: 0001036968 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943236309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56525 FILM NUMBER: 09564350 BUSINESS ADDRESS: STREET 1: 379 OYSTER POINT STREET 2: SUITE 10 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (650) 624-1000 MAIL ADDRESS: STREET 1: 379 OYSTER POINT STREET 2: SUITE 10 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

VaxGen, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

922390208

(CUSIP Number)

December 31, 2008

(Date of Event which Requires Filing of Statement)

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

¨ Rule 13d-1(b)

x 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).

Page 1 of 8

CUSIP No. 922390208


1		NAMES OF REPORTING PERSONS: Timothy Patrick Lynch I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
2		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 of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 599,628
		6 SHARED VOTING POWER 2,021,000*
		7 SOLE DISPOSITIVE POWER 599,628
		8 SHARED DISPOSITIVE POWER 2,021,000*


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,620,628
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

*	The shares reported are owned by Stonepine Capital, L.P.

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CUSIP No. 922390208


1		NAMES OF REPORTING PERSONS: Stonepine Capital Management LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 025606512
2		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 of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 2,021,000*
		6 SHARED VOTING POWER 599,628**
		7 SOLE DISPOSITIVE POWER 2,021,000*
		8 SHARED DISPOSITIVE POWER 599,628**


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,620,628
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

*	The shares reported are owned by Stonepine Capital, L.P., a partnership for which Stonepine Capital Management LLC serves as an investment adviser.

**	The shares reported are owned by Timothy Patrick Lynch, the investment adviser representative of Stonepine Capital Management LLC.

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CUSIP No. 922390208


1		NAMES OF REPORTING PERSONS: Stonepine Capital, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 20-4562740
2		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 of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 2,021,000
		6 SHARED VOTING POWER 599,628*
		7 SOLE DISPOSITIVE POWER 2,021,000
		8 SHARED DISPOSITIVE POWER 599,628*


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,620,628
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	The shares reported are owned by Timothy Patrick Lynch, the investment adviser representative of Stonepine Capital Management LLC.

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Item 1(a)

Name of Issuer:

VaxGen, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

1000 Marina Blvd., Suite 200

Brisbane, CA 94005-1841

Item 2(a)

Name of Person Filing:

Timothy Patrick Lynch

Stonepine Capital, L.P.

Stonepine Capital Management, LLC

Item 2(b)

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

220 Halleck Street, Suite 220, San Francisco, CA 94129

Item 2(c)

Citizenship:

American

Item 2(d)

Title of Class of Securities:

Common Stock

Item 2(e)

CUSIP Number:

922390208

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)	¨	Investment Adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)

(f)	¨	An employee benefit plan or an endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F)

(g)	¨	Parent holding company or control person in accordance with Section 240.13d-1(b)(ii)(G)

(h)	¨	A saving 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 Section 240.13d-1(b)(ii)(J)

Page 5 of 8

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: 2,620,628 shares of Common Stock

(b)

Percent of class: 7.9%. The calculation of percentage of beneficial ownership was based on 33,106,523 shares of outstanding Common Stock as stated in the Form 10-Q filed with the Securities and Exchange Commission on November 11, 2008.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 599,628

(ii)

Shared power to vote or to direct the vote: 2,021,000

(iii)

Sole power to dispose or to direct the disposition of: 599,628

(iv)

Shared power to dispose or to direct the disposition of: 2,021,000

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

By signing below, I certify that, to the best of my 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 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.

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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.

Dated: February 2, 2009


By:		/s/ Timothy Patrick Lynch
Name: Timothy Patrick Lynch

STONEPINE CAPITAL MANAGEMENT, LLC

By:		/s/ Jon M. Plexico
Name: Jon M. Plexico
Title: Manager

By:		/s/ Timothy P. Lynch
Name: Timothy P. Lynch
Title: Manager

STONEPINE CAPITAL, L.P.

By:		/s/ Jon M. Plexico
Name: Jon M. Plexico
Title: Manager

By:		/s/ Timothy P. Lynch
Name: Timothy P. Lynch
Title: Manager

Page 7 of 8

AGREEMENT

JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities, and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.


STONEPINE CAPITAL MANAGEMENT, LLC

By:		/s/ Jon M. Plexico
Name: Jon M. Plexico
Title: Manager

By:		/s/ Timothy P. Lynch
Name: Timothy P. Lynch
Title: Manager

STONEPINE CAPITAL, L.P.

By:		/s/ Jon M. Plexico
Name: Jon M. Plexico
Title: Manager

By:		/s/ Timothy P. Lynch
Name: Timothy P. Lynch
Title: Manager

TIMOTHY PATRICK LYNCH

By:		/s/ Timothy P. Lynch
Name: Timothy P. Lynch

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