UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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Prana Biotechnology Ltd.
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(Name of Issuer)
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Ordinary Shares
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(Title of Class of Securities)
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739727105
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(CUSIP Number)
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March 22, 2011
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 9 Pages)
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CUSIP No. 739727105
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13G
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Empery Asset Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,870,280 Ordinary Shares
Options to purchase 3,400,000 Ordinary Shares
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,870,280 Ordinary Shares
Options to purchase 3,400,000 Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,870,280 Ordinary Shares
Options to purchase 3,400,000 Ordinary Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.77%
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12
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 739727105
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13G
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ryan M. Lane
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,870,280 Ordinary Shares
Options to purchase 3,400,000 Ordinary Shares
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
6,870,280 Ordinary Shares
Options to purchase 3,400,000 Ordinary Shares
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,870,280 Ordinary Shares
Options to purchase 3,400,000 Ordinary Shares
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.77%
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12
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TYPE OF REPORTING PERSON**
IN
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CUSIP No. 739727105
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13G
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Martin D. Hoe
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
|
SOLE VOTING POWER
0
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||||
6
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SHARED VOTING POWER
6,870,280 Ordinary Shares
Options to purchase 3,400,000 Ordinary Shares
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|||||
7
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SOLE DISPOSITIVE POWER
0
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|||||
8
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SHARED DISPOSITIVE POWER
6,870,280 Ordinary Shares
Options to purchase 3,400,000 Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,870,280 Ordinary Shares
Options to purchase 3,400,000 Ordinary Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.77%
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12
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TYPE OF REPORTING PERSON**
IN
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CUSIP No. 739727105
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13G
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Page 5 of 9 Pages
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Item 1 (a).
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NAME OF ISSUER.
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Prana Biotechnology Ltd, an Australian corporation (the “Company”)
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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Level 2, 369 Royal Parade,
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Parkville, Victoria 3052, Australia
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Item 2 (a).
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NAME OF PERSON FILING:
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This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the Ordinary Shares (as defined in Item 2(d) below) of the Company:
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Investment Manager
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(i)
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Empery Asset Management, LP (the "Investment Manager"), with respect to the Ordinary Shares held by certain funds and managed accounts to which the Investment Manager serves as investment manager (collectively, the "Empery Funds").
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Reporting Individuals
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(ii)
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Mr. Ryan M. Lane ("Mr. Lane"), with respect to the Ordinary Shares held by the Empery Funds.
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(iii)
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Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the Ordinary Shares held by the Empery Funds.
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The Investment Manager serves as the investment manager to each of the Empery Funds. Each of the Reporting Individuals is a Managing Member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the principal business office of each of the Reporting Persons is:
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120 Broadway, Suite 1019
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New York, New York 10271
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Item 2(c).
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CITIZENSHIP:
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Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Ordinary Shares (the "Ordinary Shares")
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CUSIP No. 739727105
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13G
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Page 6 of 9 Pages
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Item 2(e).
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CUSIP NUMBER:
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739727105
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Item 3.
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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:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box: x
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Item 4.
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OWNERSHIP.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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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: x
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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CUSIP No. 739727105
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13G
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Page 7 of 9 Pages
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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See Exhibit I.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Item 10.
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CERTIFICATION.
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CUSIP No. 739727105
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13G
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Page 8 of 9 Pages
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EMPERY ASSET MANAGEMENT, LP
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By: EMPERY AM GP, LLC, its General Partner
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/s/ Ryan M. Lane
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RYAN M. LANE
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By:
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/s/ Ryan M. Lane
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Name: Ryan M. Lane
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Title: Managing Member
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By:
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/s/ Martin D. Hoe
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MARTIN D. HOE | ||||
CUSIP No. 739727105
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13G
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Page 9 of 9 Pages
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EMPERY ASSET MANAGEMENT, LP
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By: EMPERY AM GP, LLC, its General Partner
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/s/ Ryan M. Lane | ||
RYAN M. LANE | |||
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By:
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/s/ Ryan M. Lane
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Name: Ryan M. Lane | |||
Title: Managing Member | |||
/s/ Martin D. Hoe | |||
MARTIN D. HOE | |||