-----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, NYW1DnhKMYPptv0vNMGsYG+ZCvoONcoIcqmNx+DgK7BwxZzYMvp3J368lx8/DZjV pJwRUg6p/VHCTVJ9v47gvw== 0000948027-96-000022.txt : 19960408 0000948027-96-000022.hdr.sgml : 19960408 ACCESSION NUMBER: 0000948027-96-000022 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960213 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNEURON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000854222 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 043047911 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41015 FILM NUMBER: 96517239 BUSINESS ADDRESS: STREET 1: ONE LEDGEMONT CENTER STREET 2: 99 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 6178618444 MAIL ADDRESS: STREET 1: ONE LEDGEMONT CENTER STREET 2: 99 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02173 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSENWALD LINDSAY MD CENTRAL INDEX KEY: 0000941841 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324366 MAIL ADDRESS: STREET 1: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 SC 13G 1 IPI 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* INTERNEURON PHARMACEUTICALS, INC. - - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.001 PAR VALUE - - -------------------------------------------------------------------------------- (Title of Class of Securities) 460573 10 8 ---------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement |_|. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * 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). 13G CUSIP NO. 460573 10 8 --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindsay Rosenwald, M.D. ###-##-#### 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 5 SOLE VOTING POWER SHARES 2,670,720 (See Item 4) BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH 7 SOLE DISPOSITIVE POWER REPORTING 2,670,720 PERSON 8 SHARED DISPOSITIVE POWER WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,670,720 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |X| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12 TYPE OF REPORTING PERSON* IN Item 1(a). Name of Issuer : Interneuron Pharmaceuticals, Inc. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: One Ledgemont Center 99 Hayden Avenue Lexington, Massachusetts 02173 Item 2(a). Name of Person Filing: Lindsay Rosenwald, M.D. Item 2(b). Address of Principal Business Office or if none, Residence: 375 Park Avenue New York, New York 10152 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock, $.001 par value ("Shares") Item 2(e). CUSIP Number: 460573 10 8 Item 3. Not Applicable Item 4. Ownership: (a) As of December 31, 1995 Dr. Rosenwald beneficially owned 2,670,720 Shares. Includes 172,671 Shares issuable upon exercise of outstanding warrants including 165,000 Shares issuable upon exercise of outstanding Class B Warrants. Excludes (i) 658,481 Shares owned Dr. Rosenwald's wife, as to which Dr. Rosenwald disclaims beneficial ownership and (ii) 37,800 Shares owned by two limited partnerships, the limited partners of which include Dr. Rosenwald's wife and children, as to which Shares Dr. Rosenwald disclaims beneficial ownership. Also excludes 60,000 Shares issuable upon exercise of options granted in connection with a subsidiary incentive plan, which, as of December 31, 1995, were not exercisable within 60 days, but became immediately exercisable on February 7, 1996, when Intercardia, Inc., a subsidiary of the Company, completed an initial public offering of its securities. Dr. Rosenwald has granted options to purchase an aggregate of 108,000 of his Shares to four individuals. (b) Percent of Class: 7.7%. (c) (i) Number of shares as to which such person has sole power to vote or direct the vote: 2,670,720. (ii)-(iv) Reference is made to items 6-8 of the cover page. 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 Not Applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities 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 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. FEBRUARY 7, 1996 - - ------------------------------------------ /S/ LINDSAY ROSENWALD - - ------------------------------------------ Signature LINDSAY ROSENWALD, M.D., CHAIRMAN - - ------------------------------------------ Name/Title -----END PRIVACY-ENHANCED MESSAGE-----