-----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, BjyLJ7u8+jqKDukHnV0G1x/SJpuyDIDuZy30M3OaxWr9CUUMbM+EfVI/ulhfeQ9d YiZhCPr0Uku8e2XrOWM/Hg== 0000930413-10-000807.txt : 20100216 0000930413-10-000807.hdr.sgml : 20100215 20100216105052 ACCESSION NUMBER: 0000930413-10-000807 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT POINT PARTNERS LLC CENTRAL INDEX KEY: 0001281446 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 2 PICKWICK PLAZA STREET 2: STE 450 CITY: GREENWICH STATE: CT ZIP: 06830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANADYS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001128495 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223193172 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79854 FILM NUMBER: 10603272 BUSINESS ADDRESS: STREET 1: 5871 OBERLIN DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8585303600 MAIL ADDRESS: STREET 1: 5871 OBERLIN DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G/A 1 c60332_sc13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G/A

Under the Securities Exchange Act of 1934*

(Amendment No. 1)

Anadys Pharmaceuticals Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03252Q408

(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:


o	Rule 13d-1(b)

x	Rule 13d-1(c)

o	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 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 (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 03252Q408

13G/A

Page 2 of 9 Pages


1.	NAMES OF REPORTING PERSONS

	Great Point Partners, LLC

	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

	37-1475292

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a)	o

	(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER
				0

			6.	SHARED VOTING POWER

				3,455,000

			7.	SOLE DISPOSITIVE POWER

				0
			8.	SHARED DISPOSITIVE POWER

				3,455,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,455,000

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)

	9.15%

12.	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP No. 03252Q408

13G/A

Page 3 of 9 Pages


1.	NAMES OF REPORTING PERSONS

	Dr. Jeffrey R. Jay, M.D.

	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a)	o

	(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER
				0

			6.	SHARED VOTING POWER

				3,455,000

			7.	SOLE DISPOSITIVE POWER

				0
			8.	SHARED DISPOSITIVE POWER

				3,455,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,455,000

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)

	9.15%

12.	TYPE OF REPORTING PERSON (See Instructions)

	IN

CUSIP No. 03252Q408

13G/A

Page 4 of 9 Pages


1.	NAMES OF REPORTING PERSONS

	Mr. David Kroin

	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a)	o

	(b)	o

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER
				0

			6.	SHARED VOTING POWER

				3,455,000

			7.	SOLE DISPOSITIVE POWER

				0
			8.	SHARED DISPOSITIVE POWER

				3,455,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,455,000

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)

	9.15%

12.	TYPE OF REPORTING PERSON (See Instructions)

	IN

CUSIP No. 03252Q408

13G/A

Page 5 of 9 Pages


Item 1.

	(a)	Name of Issuer

		Anadys Pharmaceuticals Inc

	(b)	Address of Issuer’s Principal Executive Offices 3115 Merryfield Row, San Diego, CA 92121

Item 2.

	(a)	Name of Person Filing

				Great Point Partners, LLC
				Dr. Jeffrey R. Jay, M.D.
				Mr. David Kroin

	The Reporting Persons have entered into a Joint Filing Agreement, dated February 16, 2010, a copy of which is filed with this Schedule 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

	(b)	Address of Principal Business Office, or if none, Residence

		The address of the principal business office of each of the Reporting Persons is

			165 Mason Street, 3rd Floor Greenwich, CT 06830

	(c)	Citizenship

	Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen of the United States.

	(d)	Title of Class of Securities

		Common Stock

	(e)	CUSIP Number

		03252Q408

Item 3.	If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

		Not Applicable.


(a)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c).
(d)	o	Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

CUSIP No. 03252Q408

13G/A

Page 6 of 9 Pages


(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)	o	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)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.	Ownership

	Biomedical Value Fund, L.P. (“BVF”) is the direct beneficial owner of 2,220,301 shares of Common Stock of the Issuer (the “BVF Shares”), consisting of (i) 1,920,001 shares of Common Stock of the Issuer and (ii) warrants to purchase 300,300 shares of Common Stock of the Issuer. Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares.

	Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the direct beneficial owner of 1,234,699 shares of Common Stock of the Issuer (the “BOVF Shares”), consisting of (i) 1,079,999 shares of Common Stock of the Issuer and (ii) warrants to purchase 154,700 shares of Common Stock of the Issuer. Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.

	Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares and the BOVF Shares, except to the extent of their respective pecuniary interests.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


1.	Great Point Partners, LLC

(a)	Amount beneficially owned: 3,455,000

(b)	Percent of class: 9.15%

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote: - 0 -

	(ii)	Shared power to vote or to direct the vote: 3,455,000

	(iii)	Sole power to dispose or to direct the disposition of: - 0 -.

	(iv)	Shared power to dispose or to direct the disposition of: 3,455,000

CUSIP No. 03252Q408

13G/A

Page 7 of 9 Pages


2.	Dr. Jeffrey R. Jay, M.D.

(a)	Amount beneficially owned: 3,455,000

(b)	Percent of class: 9.15%

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote: 0.

	(ii)	Shared power to vote or to direct the vote: 3,455,000

	(iii)	Sole power to dispose or to direct the disposition of: 0.

	(iv)	Shared power to dispose or to direct the disposition of: 3,455,000

3.	Mr. David Kroin

(a)	Amount beneficially owned: 3,455,000

(b)	Percent of class: 9.15%

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote: 0.

	(ii)	Shared power to vote or to direct the vote: 3,455,000

	(iii)	Sole power to dispose or to direct the disposition of: 0.

	(iv)	Shared power to dispose or to direct the disposition of: 3,455,000


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

	Not Applicable.

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

	See Item 4.

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 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 participant in any transaction having that purpose or effect.

CUSIP No. 03252Q408

13G/A

Page 8 of 9 Pages

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.


Date: February 16, 2010

	GREAT POINT PARTNERS, LLC

	By:	/s/ Dr. Jeffrey R. Jay, M.D.

		Dr. Jeffrey R. Jay, M.D.,
		as senior managing member

	/s/ Dr. Jeffrey R. Jay, M.D.

	DR. JEFFREY R. JAY, M.D.

	/s/ Mr. David Kroin

	Mr. David Kroin

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.


Date: February 16, 2010

	GREAT POINT PARTNERS, LLC

	By:	/s/ Dr. Jeffrey R. Jay, M.D.

		Dr. Jeffrey R. Jay, M.D.,
		as senior managing member

	/s/ Dr. Jeffrey R. Jay, M.D.

	DR. JEFFREY R. JAY, M.D.

	/s/ Mr. David Kroin

	Mr. David Kroin

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