SC 13G

0001193125-13-401005.txt : 20131016 0001193125-13-401005.hdr.sgml : 20131016 20131016160139 ACCESSION NUMBER: 0001193125-13-401005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131016 DATE AS OF CHANGE: 20131016 GROUP MEMBERS: JACOB GOTTLIEB GROUP MEMBERS: JG ASSET, LLC GROUP MEMBERS: VISIUM BALANCED MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEI Pharma, Inc. CENTRAL INDEX KEY: 0001262104 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 510407811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79594 FILM NUMBER: 131154272 BUSINESS ADDRESS: STREET 1: 11975 EL CAMINO REAL STREET 2: SUITE 101 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-792-6300 MAIL ADDRESS: STREET 1: 11975 EL CAMINO REAL STREET 2: SUITE 101 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: MARSHALL EDWARDS INC DATE OF NAME CHANGE: 20030902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Visium Asset Management, LP CENTRAL INDEX KEY: 0001377452 IRS NUMBER: 203313013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE - 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-474-8800 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE - 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Visium Asset Management LLC DATE OF NAME CHANGE: 20061004 SC 13G 1 d613266dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

MEI Pharma, Inc.

(Name of Issuer)

COMMON STOCK, $0.00000002 PER SHARE

(Title of Class of Securities)

55279B202

(CUSIP Number)

October 7, 2013

(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)

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 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).


CUSIP No. 55279B202				Page 2 of 11 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Visium Balanced Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER None
		6	SHARED VOTING POWER 931,767 (See Item 4)
		7	SOLE DISPOSITIVE POWER None
		8	SHARED DISPOSITIVE POWER 931,767 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931,767 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%
12	TYPE OF REPORTING PERSON* CO

Page 2 of 11 Pages


CUSIP No. 55279B202				Page 3 of 11 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Visium Asset Management, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
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 None
		6	SHARED VOTING POWER 931,767 (See Item 4)
		7	SOLE DISPOSITIVE POWER None
		8	SHARED DISPOSITIVE POWER 931,767 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931,767 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%
12	TYPE OF REPORTING PERSON* IA

Page 3 of 11 Pages


CUSIP No. 55279B202				Page 4 of 11 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) JG Asset, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
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 None
		6	SHARED VOTING POWER 931,767 (See Item 4)
		7	SOLE DISPOSITIVE POWER None
		8	SHARED DISPOSITIVE POWER 931,767 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931,767 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%
12	TYPE OF REPORTING PERSON* HC

Page 4 of 11 Pages


CUSIP No. 55279B202				Page 5 of 11 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Jacob Gottlieb
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
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 None
		6	SHARED VOTING POWER 931,767 (See Item 4)
		7	SOLE DISPOSITIVE POWER None
		8	SHARED DISPOSITIVE POWER 931,767 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931,767 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%
12	TYPE OF REPORTING PERSON* HC, IN

Page 5 of 11 Pages


CUSIP No. 55279B202				Page 6 of 11 Pages


Item 1	(a)	Name of Issuer:

		MEI Pharma, Inc.

	(b)	Address of Issuer’s Principal Executive Offices:

		11975 El Camino Real, Suite 101
		San Diego, CA 92130

Item 2	(a) – (c)		This statement is filed on behalf of the following:

		(1)	Visium Balanced Master Fund, Ltd, a Cayman Islands corporation (“VBMF”), with its principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019.

		(2)	Visium Asset Management, LP, a Delaware limited partnership (“VAM”), with its principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019.

		(3)	JG Asset, LLC, a Delaware limited liability company (“JG Asset”), with its principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019. JG Asset is the General Partner of VAM.

		(4)	Jacob Gottlieb (“Gottlieb”), a natural person, with his principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019. Gottlieb is the Managing Member of JG Asset.

	(d)	Title of Class of Securities:

		Common Stock, Par Value $0.00000002 Per Share

	(e)	CUSIP Number:

		55279B202

Page 6 of 11 Pages


CUSIP No. 55279B202				Page 7 of 11 Pages


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:

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

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

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

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

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

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

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

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

¨ 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);

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

Item 4	Ownership:

VBMF

	(a)	Amount Beneficially Owned:

		931,767

	(b)	Percent of Class:

		5.4%

	(c)	Number of Shares as to which person has:

		(i) sole power to vote or to direct vote:

		None

Page 7 of 11 Pages


CUSIP No. 55279B202				Page 8 of 11 Pages


		(ii)	shared power to vote or to direct vote:

			931,767 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			931,767 shares

VAM

	(a)	Amount Beneficially Owned:

	By virtue of its position as investment manager to pooled investment funds, VAM may be deemed to beneficially own the 931,767 shares of the Company’s Common Stock beneficially owned by the pooled investment vehicle.

	(b)	Percent of Class:

		5.4%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			931,767 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			931,767 shares

Page 8 of 11 Pages


CUSIP No. 55279B202				Page 9 of 11 Pages


JG Asset

	(a)	Amount Beneficially Owned:

	By virtue of its position as General Partner to VAM, JG Asset may be deemed to beneficially own the 931,767 shares of the Company’s Common Stock beneficially owned by VAM.

	(b)	Percent of Class:

		5.4%

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			931,767 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			931,767 shares

Gottlieb

	(a)	Amount Beneficially Owned:

	By virtue of his position as the Managing Member of JG Asset, Gottlieb may be deemed to beneficially own the 931,767 shares of the Company’s Common Stock beneficially owned by JG Asset.

	(b)	Percent of Class:

		5.4%

Page 9 of 11 Pages


CUSIP No. 55279B202				Page 10 of 11 Pages


	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			931,767 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			931,767 shares

VAM, JG Asset and Gottlieb disclaim beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of the other individual officers and members of VBMF, VAM or JG Asset is, for any purpose, the beneficial owner of any of the Securities.

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:

		The securities reported in this Schedule 13G, which are beneficially owned by VAM, JG Asset and Gottlieb, are owned by VBMF, an advisory client of VAM.

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

		Not Applicable

Item 8		Identification and Classification of Members of the Group:

		Not Applicable

Item 9		Notice of Dissolution of Group:

		Not Applicable

Page 10 of 11 Pages


CUSIP No. 55279B202				Page 11 of 11 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 certify that the information set forth in this statement is true, complete and correct.

Date: October 16, 2013

VISIUM BALANCED MASTER FUND, LTD.


By:		/s/ Mark Gottlieb
		Mark Gottlieb
		Authorized Signatory

VISIUM ASSET MANAGEMENT, LP


By:		/s/ Mark Gottlieb
		Mark Gottlieb
		Authorized Signatory

JG ASSET, LLC


By:		/s/ Mark Gottlieb
		Mark Gottlieb
		Authorized Signatory

JACOB GOTTLIEB


By:		/s/ Mark Gottlieb
		Mark Gottlieb
		Authorized Signatory

Page 11 of 11 Pages