-----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, QGH9/A0dzGmgJUwtRhEc16hf67Xdim8P1bTjIlmSDQqx80qb1dEi6sZ0C4LwUkeB XEfQ5X9JonVLDqxp7NlTAg== 0000947871-01-000174.txt : 20010402 0000947871-01-000174.hdr.sgml : 20010402 ACCESSION NUMBER: 0000947871-01-000174 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENAERA CORP CENTRAL INDEX KEY: 0000880431 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133445668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-42170 FILM NUMBER: 1587241 BUSINESS ADDRESS: STREET 1: 5110 CAMPUS DR CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 6109415231 MAIL ADDRESS: STREET 1: 5110 CAMPUS DRIVE CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 FORMER COMPANY: FORMER CONFORMED NAME: MAGAININ PHARMACEUTICALS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERLIN BIOMED GROUP LLC CENTRAL INDEX KEY: 0001106843 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 237 PARK AVE STREET 2: STE 801 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128087425 MAIL ADDRESS: STREET 1: 237 PARK AVE STREET 2: STE 801 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 0001.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __) Genaera Corporation ------------------- (Name of Issuer) COMMON STOCK ($0.001 Par Value) ------------------------------- (Title of Class of Securities) 36867G100 --------- (CUSIP Number) March 22, 2001 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / 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 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. 36867G100 1. Name of Reporting Person Merlin BioMed Group, L.L.C. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: -0- 6. Shared Voting Power: 367,500 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 367,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 367,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 1.2% 12. Type of Reporting Person CO 2 CUSIP No. 36867G100 1. Name of Reporting Person Merlin BioMed Investment Advisors, L.L.C. (on behalf of five managed accounts) 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: -0- 6. Shared Voting Power: 1,142,500 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 1,142,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,142,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 3.8% 12. Type of Reporting Person IA 3 CUSIP No. 36867G100 1. Name of Reporting Person Merlin BioMed, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: -0- 6. Shared Voting Power: 274,400 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 274,400 9. Aggregate Amount Beneficially Owned by Each Reporting Person 274,400 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) .9% 12. Type of Reporting Person PN 4 CUSIP No. 36867G100 1. Name of Reporting Person Merlin BioMed II, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: -0- 6. Shared Voting Power: 93,100 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 93,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 93,100 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) .3% 12. Type of Reporting Person PN 5 CUSIP No. 36867G100 1. Name of Reporting Person Stuart T. Weisbrod 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: 205,000 6. Shared Voting Power: 1,715,000 7. Sole Dispositive Power: 205,000 8. Shared Dispositive Power: 1,715,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,715,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 5.7% 12. Type of Reporting Person IN 6 Item 1 (a) Name of Issuer: Genaera Corporation (b) Name of Issuer's Principal Executive Offices: 5110 Campus Drive Plymouth Meeting, PA 19462 Item 2 (a) Name of Person Filing: Merlin BioMed Group, L.L.C. ("MBG") Merlin BioMed Investment Advisors, L.L.C. ("MBIA") Merlin BioMed, L.P. ("MBLP") Merlin BioMed II, L.P. ("MBII") Stuart T. Weisbrod ("SW") (b) Address of Principal Business Office 230 Park Avenue, Suite 928 New York, New York 10169 (c) Citizenship: MBG is a Delaware limited liability company. MBIA is a Delaware limited liability company. MBLP is a Delaware limited partnership. MBII is a Delaware limited partnership. SW is a citizen of the United States of America. (d) Title of Class of Securities: common stock (e) CUSIP Number: 36867G100 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) under the Act, check whether the person filing is: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a) (6) of the Act. 7 (c) [ ] Insurance company registered as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan or Pension Fund, which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or an Endowment Fund. (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G). (h) [ ] Savings association as defined in Section (b) of the Federal Deposit Insurance Act. (i) [ ] Church plan excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box./X/ Item 4: Ownership (a) Amount Beneficially Owned: MBG -- 367,500 shares MBIA -- 1,142,500 shares MBLP -- 274,400 shares MBII - 93,100 shares SW -- 1,715,000 shares (b) Percent of Class: MBG --1.2% MBIA--3.8% MBLP--.9% MBII--.3% SW--5.7% (c) Number of shares as to which the person has: MBG: (i) sole power to vote or to direct the vote -- -0-; (ii) shared power to vote or to direct the vote -- 367,500; (iii) sole power to dispose or to direct the disposition of -- -0-; (iv) shared power to dispose or to direct the disposition of--367,500. 8 MBIA: (i) sole power to vote or to direct the vote -- -0-; (ii) shared power to vote or to direct the vote -- 1,142,500; (iii) sole power to dispose or to direct the disposition of -- -0-; (iv) shared power to dispose or to direct the disposition of -- 1,142,500. MBLP: (i) sole power to vote or to direct the vote -- -0-; (ii) shared power to vote or to direct the vote -- 274,400; (iii) sole power to dispose or to direct the disposition of -- -0-; (iv) shared power to dispose or to direct the disposition of --274,400. MBII: (i) sole power to vote or to direct the vote -- -0-; (ii) shared power to vote or to direct the vote -- 93,100; (iii) sole power to dispose or to direct the disposition of -- -0-; (iv) shared power to dispose or to direct the disposition of --93,100. SW: (i) sole power to vote or to direct the vote -- 205,000; (ii) shared power to vote or to direct the vote -- 1,715,000; (iii) sole power to dispose or to direct the disposition of -- 205,000; (iv) shared power to dispose or to direct the disposition of -- 1,715,000. 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 the Subsidiary that Acquired the Security Being Reported 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 the Group. 9 Not applicable Item 10. Certification for Rule 13d-1(c): 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. 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. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod MERLIN BIOMED GROUP, L.L.C. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member MERLIN BIOMED INVESTMENT ADVISORS, L.L.C. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member MERLINE BIOMED, L.P. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member of General Partner MERLINE BIOMED II, L.P. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member of General Partner Date: March 30, 2001 10 EXHIBIT A AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13G, dated March 30, 2001, relating to the common stock of Genaera Corporation is filed on behalf of us. MERLIN BIOMED GROUP, L.L.C. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member Merlin BioMed Investment Advisors, L.L.C. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member MERLINE BIOMED, L.P. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member of General Partner MERLINE BIOMED II, L.P. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member of General Partner /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Date: March 30, 2001 -----END PRIVACY-ENHANCED MESSAGE-----