-----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, RUxxKsqU+zYO5L9mK3kPIzQDKEF4o9IP0cTvigajmiXI/Poa4Gakxz8xuNylr1jo j0Tq0KVcKkW9v+p1jptucw== 0001144204-08-049968.txt : 20080827 0001144204-08-049968.hdr.sgml : 20080827 20080827080103 ACCESSION NUMBER: 0001144204-08-049968 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080827 DATE AS OF CHANGE: 20080827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHEIN JOSHUA D CENTRAL INDEX KEY: 0001313875 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 212-682-3096 MAIL ADDRESS: STREET 1: LEV PHARMACEUTICALS INC STREET 2: 122 EAST 42ND STREET STE 206 CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lev Pharmaceuticals Inc CENTRAL INDEX KEY: 0001144062 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880211496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80192 FILM NUMBER: 081040552 BUSINESS ADDRESS: STREET 1: 122 WEST 42ND STREET STREET 2: SUITE 2606 CITY: NEW YORK STATE: NY ZIP: 10168 BUSINESS PHONE: 212-682-3096 MAIL ADDRESS: STREET 1: 122 WEST 42ND STREET STREET 2: SUITE 2606 CITY: NEW YORK STATE: NY ZIP: 10168 FORMER COMPANY: FORMER CONFORMED NAME: FUN CITY POPCORN INC DATE OF NAME CHANGE: 20010628 SC 13D/A 1 v124938_sc13da4.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.  4)

   
Lev Pharmaceuticals, Inc.
 
(Name of Issuer)
 
   
 
 
Common Stock, Par Value $0.01 per share
 
(Title of Class of Securities)
 
   
 
 
  52730C101
 
(CUSIP Number)
 
   
 
 
Joshua D. Schein
Lev Pharmaceuticals, Inc.
675 Third Avenue, 22nd Floor
New York, New York 10017
 
Copy to:
 
Michael A. Goldstein, Esq.
Becker & Poliakoff, LLP
45 Broadway
New York, New York 10006
(212) 599-3322
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
   
 
 
August 22, 2008 
 
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240. l3d-1(f) or 240.1 3d-1(g), check the following box. o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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 4 pages)


SCHEDULE 13D

CUSIP No. 52730C101
 
  1.
 
Names of Reporting Persons
 
Joshua D. Schein, Ph.D.
 
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.
 
Source of Funds (See Instructions): N/A
   
 
  5.
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
 
  6.
 
Citizenship or Place of Organization: United States
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power:   16,665,664
 
  8.    Shared Voting Power:   16,665,664
 
  9.    Sole Dispositive Power:   16,665,664
 
10.    Shared Dispositive Power: 16,665,664
  

11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person: 16,665,664
   
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
o
 
13.
 
Percent of Class Represented by Amount in Row (11): 10.6%*
   
 
14.
 
Type of Reporting Person (See Instructions) IN
   

______________
* Calculated based on 155,130,826 shares of common stock outstanding, as represented by the Company in its Quarterly Report on Form 10-Q filed on August 8, 2008.
 
(Page 2 of 4 pages)


Explanatory Note

This Amendment No. 4 to Schedule 13D is being filed by Joshua D. Schein in connection with the common stock of Lev Pharmaceuticals, Inc. (“Lev”) to amend the Statement on Schedule 13D filed with the Securities and Exchange Commission on January 7, 2005 by Dr. Schein, Judson A. Cooper and Prism Ventures LLC; as amended by Amendment No. 1 to Schedule 13D filed on January 25, 2008 by Dr. Schein, Mr. Cooper and Prism Ventures LLC; as further amended by Amendment No. 2 to Schedule 13D filed on May 23, 2008 by Dr. Schein and Mr. Cooper; and as further amended by Amendment No.3 to Schedule 13D, filed on July 18, 2008 by Dr. Schein (collectively, the “Prior 13Ds”). Capitalized terms which are used herein but are not defined herein shall have the meaning ascribed to them in the Prior 13Ds. Other than as set forth herein, there has been no material change in the information set forth in the Prior 13Ds. This Amendment No. 4 amends the Prior 13Ds as specifically set forth herein.

Item 4.   Purpose of Transaction

 
Pursuant to the Voting Agreement entered into on July 15, 2008 between Dr. Schein and ViroPharma Incorporated (the “Voting Agreement”), Dr. Schein agreed that he will not: (i) other than in connection with the Merger or as a result of death, transfer, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement to transfer any of the Covered Shares; (ii) commit any act that would restrict his legal power, authority and right to vote all of the Covered Shares; or (iii) enter into any voting agreement with any person or entity with respect to any of the Covered Shares or grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Covered Shares. However, the Voting Agreement permits Dr. Schein to transfer up to an aggregate of 2 million shares to a charity or charitable foundation provided, that, as a condition precedent to such transfer, another stockholder of Lev who is not a party to the Voting Agreement (an “Additional Stockholder”) agrees in a writing that is reasonably satisfactory in form and substance to ViroPharma to be bound by all terms of the Voting Agreement (with respect to at least as many shares of capital stock of Lev as are transferred pursuant to the preceding proviso) as though such Additional Stockholder were a stockholder under the Voting Agreement. In accordance with the foregoing provision, on August 22, 2008, Dr. Schein transferred 1,900,000 shares of common stock of Lev to a charitable foundation. In connection with such transfer, Mr. Richard Stone agreed in writing to be bound by and become a party to the Voting Agreement with respect to an equivalent number of shares of common stock of Lev owned by him as were transferred by Dr. Schein to the charitable foundation.

Item 5.    Interest in Securities of the Issuer

The disclosure in Item 5 of the Schedule 13D/A filed by Dr. Schein on July 18, 2008, is hereby amended and restated as follows:

After giving effect to the transaction described in Item 4 of this Schedule 13D/A, Dr. Schein may be deemed to be the beneficial owner of an aggregate of 16,665,664 shares of Common Stock. Such shares consist of: (a) 12,838,214 shares of Common Stock; (b) 2,000,000 shares of restricted Common Stock which are deemed beneficially owned pursuant to Rule 13d-3; (c) 400,000 shares of Common Stock issuable upon exercise of presently exercisable options granted in January 2007 (excluding 1,200,000 shares of Common Stock subject to vesting requirements as described in the Prior 13Ds); and (d) 1,427,450 shares of Common Stock issuable upon exercise of presently exercisable stock options issued in 2004.

As of August 22, 2008, the Covered Shares together with all options held by Dr. Schein that vest within 60 days of August 22, 2008 represent approximately 10.6% of the Company’s outstanding capital stock. Pursuant to the Voting Agreement, ViroPharma may be deemed to have shared voting and dispositive power with respect to the Covered Shares and may be deemed to be the beneficial owner thereof. The Voting Agreement and the Merger Agreement described in Item 4 and Item 6 of the Prior 13Ds are incorporated herein by reference.

(Page 3 of 4 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: August 27, 2008
 
   
/s/ Joshua D. Schein  
 
Joshua D. Schein
 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
(Page 4 of 4 pages)

 
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