Schedule 13G

0001140361-13-007579.txt : 20130219 0001140361-13-007579.hdr.sgml : 20130219 20130214195019 ACCESSION NUMBER: 0001140361-13-007579 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130215 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Celsion CORP CENTRAL INDEX KEY: 0000749647 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521256615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37826 FILM NUMBER: 13617146 BUSINESS ADDRESS: STREET 1: 997 LENOX DRIVE STREET 2: SUITE 100 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: (609) 896-9100 MAIL ADDRESS: STREET 1: 997 LENOX DRIVE STREET 2: SUITE 100 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 FORMER COMPANY: FORMER CONFORMED NAME: CELSION CORP DATE OF NAME CHANGE: 19980515 FORMER COMPANY: FORMER CONFORMED NAME: CHEUNG LABORATORIES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ayer Capital Management, LP CENTRAL INDEX KEY: 0001471149 IRS NUMBER: 262134101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 230 CALIFORNIA, SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4158744800 MAIL ADDRESS: STREET 1: 230 CALIFORNIA, SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 doc1.htm NONE Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 03)*

Celsion Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

15117n305

(CUSIP Number)

Calendar Year 2012

(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).

CUSIP No.

15117n305


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ayer Capital Management, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, USA

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

			0

		6	SHARED VOTING POWER

			1747145

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			1747145

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1747145

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.99%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA
	FOOTNOTES

CUSIP No.

15117n305


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ACM Capital Partners, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, USA

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

			0

		6	SHARED VOTING POWER

			1747145

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			1747145

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1747145

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.99%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	HC
	FOOTNOTES

CUSIP No.

15117n305


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Jay Venkatesan

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(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

			1747145

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			1747145

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1747145

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.99%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	HC
	FOOTNOTES

CUSIP No.


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION



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



		6	SHARED VOTING POWER



		7	SOLE DISPOSITIVE POWER



		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	N/A
	FOOTNOTES

CUSIP No.


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION



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



		6	SHARED VOTING POWER



		7	SOLE DISPOSITIVE POWER



		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	N/A
	FOOTNOTES

Item 1.

(a)

Name of Issuer

Celsion Corp

(b)

Address of Issuer’s Principal Executive Offices

10220 OLD COLUMBIA ROAD
SUITE L
COLUMBIA MD 21046-1705

Item 2.

(a)

Name of Person Filing

Ayer Capital Management, LP
ACM Capital Partners, LLC
Jay Venkatesan

(b)

Address of Principal Business Office or, if none, Residence

230 California Street, Suite 600
San Francisco, CA 94111

(c)

Citizenship

Ayer Capital Management, LP - Delaware
ACM Capital Partners, LLC - Delaware
Jay Venkatesan - USA

(d)

Title of Class of Securities

Common stock

(e)

CUSIP Number

15117n305

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:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(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 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)

A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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: 1,747,145

(b)

Percent of class: 4.99

(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: 1,747,145

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,747,145

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 x .

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

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 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.

	Ayer Capital Management, LP

Date: February 14, 2012	By:	/s/ Jay Venkatesan
		Name: Jay Venkatesan
		Title: Managing Member

	ACM Capital Partners, LLC

Date: February 14, 2012	By:	/s/ Jay Venkatesan
		Name: Jay Venkatesan
		Title: Managing Member



Date: February 14, 2012	By:	/s/ Jay Venkatesan
		Name: Jay Venkatesan
		Title: Jay Venkatesan



Date: February 14, 2012	By:	/s/
		Name:
		Title:



Date: February 14, 2012	By:	/s/
		Name:
		Title:

Footnotes:

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to Common Stock, par value $0.0001 per share, of Celsion Corp, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of June 7, 2011.

	AYER CAPITAL MANAGEMENT, LP

	By:	/s/Jay Venkatesan
		Jay Venkatesan
		Managing Member

	ACM CAPITAL PARTNERS, LLC

	By:	/s/ Jay Venkatesan
		Jay Venkatesan
		Managing Member

	/s/ Jay Venkatesan
	Jay Venkatesan