0000872573-12-000004.txt : 20120214
0000872573-12-000004.hdr.sgml : 20120214
20120214164620
ACCESSION NUMBER: 0000872573-12-000004
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
GROUP MEMBERS: ADVANTAGE LIFE SCIENCES PARTNERS, LLC
GROUP MEMBERS: CAXTON ADVANTAGE LIFE SCIENCES FUND, L.P.
GROUP MEMBERS: CAXTON ADVANTAGE VENTURE PARTNERS, L.P.
GROUP MEMBERS: CAXTON ASSOCIATES LP
GROUP MEMBERS: CAXTON HEALTH HOLDINGS LLC
GROUP MEMBERS: CAXTON INTERNATIONAL LTD
GROUP MEMBERS: CHHA LLC
GROUP MEMBERS: MR. BRUCE S. KOVNER
GROUP MEMBERS: MR. ERIC W. ROBERTS
GROUP MEMBERS: MS. RACHEL LEHENY
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: VIVUS INC
CENTRAL INDEX KEY: 0000881524
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 943136179
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-48777
FILM NUMBER: 12611161
BUSINESS ADDRESS:
STREET 1: 1172 CASTRO ST
STREET 2: STE 200
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94040
BUSINESS PHONE: 6509345265
MAIL ADDRESS:
STREET 1: 1172 CASTRO STREET
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94040
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CAXTON ASSOCIATES LP
CENTRAL INDEX KEY: 0000872573
IRS NUMBER: 223430173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: PRINCETON PLAZA, BUILDING 2
STREET 2: 731 ALEXANDER ROAD
CITY: PRINCETON
STATE: NJ
ZIP: 08540
BUSINESS PHONE: 609-419-1800
MAIL ADDRESS:
STREET 1: PRINCETON PLAZA, BUILDING 2
STREET 2: 731 ALEXANDER ROAD
CITY: PRINCETON
STATE: NJ
ZIP: 08540
FORMER COMPANY:
FORMER CONFORMED NAME: CAXTON ASSOCIATES LLC
DATE OF NAME CHANGE: 19990226
FORMER COMPANY:
FORMER CONFORMED NAME: CAXTON CORP
DATE OF NAME CHANGE: 19961118
SC 13G/A
1
vvus13g-amd4.txt
VIVUS INC, 13G AMEND
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Vivus, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
928551100
(CUSIP Number)
12/31/2011
(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 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).
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton International Limited
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(3) SEC use only.
(4) Citizenship or place of organization.
British Virgin Islands
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
0
(6) Shared voting power:
3,159,626
(7) Sole dispositive power:
0
(8) Shared dispositive power:
3,159,626
(9) Aggregate amount beneficially owned by each reporting person.
3,159,626
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
3.6%
(12) Type of reporting person (see instructions).
CO
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton Advantage Life Sciences Fund, L.P.
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(3) SEC use only.
(4) Citizenship or place of organization.
Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
0
(6) Shared voting power:
2,089,585
(7) Sole dispositive power:
0
(8) Shared dispositive power:
2,089,585
(9) Aggregate amount beneficially owned by each reporting person.
2,089,585
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
2.4%
(12) Type of reporting person (see instructions).
PN
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton Advantage Venture Partners, L.P.
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(3) SEC use only.
(4) Citizenship or place of organization.
Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
0
(6) Shared voting power:
2,089,585
(7) Sole dispositive power:
0
(8) Shared dispositive power:
2,089,585
(9) Aggregate amount beneficially owned by each reporting person.
2,089,585
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
2.4%
(12) Type of reporting person (see instructions).
PN
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Advantage Life Sciences Partners, LLC
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(3) SEC use only.
(4) Citizenship or place of organization.
Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
0
(6) Shared voting power:
2,089,585
(7) Sole dispositive power:
0
(8) Shared dispositive power:
2,089,585
(9) Aggregate amount beneficially owned by each reporting person.
2,089,585
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
2.4%
(12) Type of reporting person (see instructions).
OO
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
CHHA LLC
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(3) SEC use only.
(4) Citizenship or place of organization.
Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
0
(6) Shared voting power:
2,089,585
(7) Sole dispositive power:
0
(8) Shared dispositive power:
2,089,585
(9) Aggregate amount beneficially owned by each reporting person.
2,089,585
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
2.4%
(12) Type of reporting person (see instructions).
OO
1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton Health Holdings LLC
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(3) SEC use only.
(4) Citizenship or place of organization.
Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
0
(6) Shared voting power:
2,089,585
(7) Sole dispositive power:
0
(8) Shared dispositive power:
2,089,585
(9) Aggregate amount beneficially owned by each reporting person.
2,089,585
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
2.4%
(12) Type of reporting person (see instructions).
OO
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Roberts, Eric
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(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:
0
(6) Shared voting power:
2,089,585
(7) Sole dispositive power:
0
(8) Shared dispositive power:
2,089,585
(9) Aggregate amount beneficially owned by each reporting person.
2,089,585
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
2.4%
(12) Type of reporting person (see instructions).
IN
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Leheny, Rachel
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(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:
0
(6) Shared voting power:
2,089,585
(7) Sole dispositive power:
0
(8) Shared dispositive power:
2,089,585
(9) Aggregate amount beneficially owned by each reporting person.
2,089,585
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
2.4%
(12) Type of reporting person (see instructions).
IN
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton Associates LP
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(3) SEC use only.
(4) Citizenship or place of organization.
Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
0
(6) Shared voting power:
5,249,211
(7) Sole dispositive power:
0
(8) Shared dispositive power:
5,249,211
(9) Aggregate amount beneficially owned by each reporting person.
5,249,211
(10)Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11)Percent of class represented by amount in Row 9.
5.9%
(12)Type of reporting person (see instructions).
IA
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Kovner, Bruce
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(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:
682,647
(6) Shared voting power:
5,249,211
(7) Sole dispositive power:
682,647
(8) Shared dispositive power:
5,249,211
(9) Aggregate amount beneficially owned by each reporting person.
5,931,858
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
6.7%
(12) Type of reporting person (see instructions).
IN
Item 1(a). Name of Issuer:
Vivus, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1172 Castro Street
Suite 200
Mountain View, CA 94040
Item 2(a). Name of Person Filing:
(i) Caxton International Limited ("Caxton International").
(ii) Caxton Advantage Life Sciences Fund, L.P. ("Caxton Advantage").
(iii) Caxton Advantage Venture Partners, L.P. ("Caxton Advantage
Venture"). Caxton Advantage Venture is the General Partner
of Caxton Advantage. As a result of the foregoing, Caxton
Advantage Venture may be deemed to have voting and dispositive
power with respect to the securities of the Issuer owned by
Caxton Advantage.
(iv) Advantage Life Sciences Partners, LLC ("Advantage Partners").
Advantage Partners is the Managing General Partner of Caxton
Advantage Venture. As a result of the foregoing, Advantage Partners
may be deemed to have voting and dispositive power with respect to
the securities of the Issuer owned by Caxton Advantage.
(v) CHHA LLC ("CHHA"). CHHA is the Administrative General Partner of
Caxton Advantage Venture. As a result of the foregoing, CHHA may be
deemed to have voting and dispositive power with respect to the
securities of the Issuer owned by Caxton Advantage.
(vi) Caxton Health Holdings LLC ("Caxton Health"). Caxton Health is the
manager of CHHA. As a result of the foregoing, Caxton Health may be
deemed to have voting and dispositive power with respect to the
securities of the Issuer owned by Caxton Advantage.
(vii) Mr. Eric W. Roberts. Mr. Roberts is a Principal of Advantage
Partners and therefore may be deemed to beneficially own the
securities of the Issuer owned by Caxton Advantage.
(viii)Ms. Rachel Leheny. Ms. Leheny is a Principal of Advantage
Partners and therefore may be deemed to beneficially own the
securities of the Issuer owned by Caxton Advantage.
(ix) Caxton Associates LP ("Caxton Associates"). Caxton Associates is
the trading advisor to Caxton International and as such, has voting
and dispositive power with respect to the investments of Caxton
International. Caxton Associates may also be deemed to
have beneficial ownership with respect to the investments of Caxton
Advantage through it's ownership of Caxton Health and CHHA.
(x) Mr. Bruce S. Kovner. At the relevant time, Mr. Kovner was
the Chairman of Caxton Associates and the sole shareholder of Caxton
Corporation, the former general partner of Caxton Associates. As a
result of the foregoing, Mr. Kovner may have been deemed to
beneficially own the securities of the Issuer owned by Caxton
International and Caxton Advantage.
Item 2(b). Address or Principal Business Office or, If None, Residence:
(i) The address of Caxton International is c/o International Fund
Services (Ireland) Ltd., Administrator, IDA Building & Technology
Park, Donore Road, Drogheda Co. Louth, Ireland, DA1
(ii) The address of Caxton Advantage is 500 Park Avenue, New York,
NY 10022.
(iii) The address of Caxton Advantage Venture is 500 Park Avenue,
New York, NY 10022.
(iv) The address of Advantage Partners is 500 Park Avenue, New York,
NY 10022.
(v) The address of CHHA is 500 Park Avenue, New York, NY 10022.
(vi) The address of Caxton Health is 500 Park Avenue,
New York, NY 10022.
(vii) The business address of Mr. Roberts is 500 Park Avenue,
New York, NY 10022.
(viii)The business address of Ms. Leheny is 500 Park Avenue, New York,
NY 10022.
(ix) The address of Caxton Associates is Princeton Plaza, Building 2,
731 Alexander Road, Princeton, NJ 08540.
(x) The business address of Mr. Kovner is 500 Park Avenue,
New York, NY 10022.
Item 2(c). Citizenship:
(i) Caxton International is a British Virgin Islands corporation.
(ii) Caxton Advantage is a Delaware limited partnership.
(iii) Caxton Advantage Venture is a Delaware limited partnership.
(iv) Advantage Partners is a Delaware limited liability company.
(v) CHHA is a Delaware limited liability company.
(vi) Caxton Health is a Delaware limited liability company.
(vii) Mr. Roberts is a United States citizen.
(viii)Ms. Leheny is a United States citizen.
(ix) Caxton Associates is a Delaware limited partnership.
(x) Mr. Kovner is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP No.:
928551100
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:
Not Applicable
If this statement is filed pursuant to Rule 13d-1(c), check this box. |X|
Item 4. Ownership
(a) Amount beneficially owned:
(i) The amount of shares of Common Stock beneficially owned by
Caxton International is 3,159,626.
(ii) The amount of shares of Common Stock beneficially owned by
Caxton Advantage is 2,089,585.
(iii) The amount of shares of Common Stock that could be deemed to be
beneficially owned by Caxton Advantage Venture by reason of
its voting and dispositive power with respect to Caxton Advantage
is 2,089,585.
(iv) The amount of shares of Common Stock that could be deemed to be
beneficially owned by Advantage Partners by reason of its voting
and dispositive power with respect to Caxton Advantage is 2,089,585.
(v) The amount of shares of Common Stock that could be deemed to be
beneficially owned by CHHA by reason of its voting and dispositive
power with respect to Caxton Advantage is 2,089,585.
(vi) The amount of shares of Common Stock that could be deemed to be
beneficially owned by Caxton Health by reason of its voting and
dispositive power with respect to Caxton Advantage is 2,089,585.
(vii) The amount of shares of Common Stock that could be deemed to be
beneficially owned by Mr. Roberts by reason of the voting and
dispositive power of Advantage Partners is 2,089,585.
(viii)The amount of shares of Common Stock that could be deemed to be
beneficially owned by Ms. Leheny by reason of the voting and
dispositive power of Advantage Partners is 2,089,585.
(ix) The amount of shares of Common Stock that could be deemed to be
beneficially owned by Caxton Associates by reason of its voting
and dispositive power is 5,249,211.
(x) Mr. Kovner, by reason of, at the relevant time, being Chairman of
Caxton Associates and the sole shareholder of Caxton Corporation,
the former general partner of Caxton Associates, may also be deemed
to beneficially own such shares. In addition, Mr. Kovner directly
owns 682,647 shares of Common Stock in the Issuer.
Caxton International, Caxton Advantage, and Mr. Bruce Kovner
may be deemed to be acting as a group, however, each disclaims beneficial
ownership of the shares beneficially owned by the others.
(b) Percent of class:
(i) Caxton International beneficially owns 3.6% of the Class
of Common Stock.
(ii) Caxton Advantage beneficially owns 2.4% of the Class
of Common Stock.
(iii) Caxton Advantage Venture may be deemed to beneficially own
2.4% of the Class of Common Stock.
(iv) Advantage Partners may be deemed to beneficially own 2.4% of the
Class of Common Stock.
(v) CHHA may be deemed to beneficially own 2.4% of the Class of
Common Stock.
(vi) Caxton Health may be deemed to beneficially own 2.4% of
the Class of Common Stock.
(vii) Mr. Roberts may be deemed to beneficially own 2.4% of the Class of
Common Stock.
(viii)Ms. Leheny may be deemed to beneficially own 2.4% of the Class of
Common Stock.
(ix) Caxton Associates may be deemed to beneficially own 5.9% of the
Class of Common Stock.
(x) Mr. Kovner may be deemed to beneficially own 6.7% of the Class of
Common Stock.
(c) Number of shares as to which Caxton International has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,159,626
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 3,159,626
Number of shares as to which Caxton Advantage has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,089,585
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 2,089,585
Number of shares as to which Caxton Advantage Venture has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,089,585
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 2,089,585
Number of shares as to which Advantage Partners has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,089,585
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 2,089,585
Number of shares as to which CHHA has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,089,585
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 2,089,585
Number of shares as to which Caxton Health has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,089,585
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 2,089,585
Number of shares as to which Mr. Roberts has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,089,585
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 2,089,585
Number of shares as to which Ms. Leheny has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,089,585
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 2,089,585
Number of shares as to which Caxton Associates has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 5,249,211
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 5,249,211
Number of shares as to which Mr. Kovner has:
(i) Sole power to vote or to direct the vote: 682,647
(ii) Shared power to vote or to direct the vote: 5,249,211
(iii) Sole power to dispose or to direct the disposition of:
682,647
(iv) Shared power to dispose or to direct the disposition
of: 5,249,211
Item 5. Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than 5 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 or Control
Person.
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. Certifications
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.
Date: 2/14/2012 Caxton International Limited
/s/ Joseph Kelly
Name: Joseph Kelly
Title: Vice President and Treasurer
/s/ Maxwell Quin
Name: Maxwell Quin
Title: Vice President and Secretary
Caxton Advantage Life Sciences
Fund, L.P.
/s/ Eric W. Roberts
Name: Eric W. Roberts
Title: Member, Advantage Life Sciences
Partners, LLC, Managing General
Partner, Caxton Advantage Venture
Partners, L.P., General Partner,
Caxton Advantage Life Sciences Fund,
L.P.
Caxton Advantage Venture
Partners, L.P.
/s/ Eric W. Roberts
Name: Eric W. Roberts
Title: Member, Advantage Life Sciences
Partners, LLC, Managing General
Partner, Caxton Advantage Venture
Partners, L.P.
Advantage Life Sciences Partners, LLC
/s/ Eric W. Roberts
Name: Eric W. Roberts
Title: Member
CHHA LLC
/s/ Scott B. Bernstein
Name: Scott B. Bernstein
Title: Secretary
Caxton Health Holdings LLC
/s/ Scott B. Bernstein
Name: Scott B. Bernstein
Title: Secretary
/s/ Eric W. Roberts
Name: Eric W. Roberts
Title: Member, Advantage Life Sciences
Partners, LLC
/s/ Rachel Leheny
Name: Rachel Leheny
Title: Member, Advantage Life Sciences
Partners, LLC
Caxton Associates LP
Name: Scott B. Bernstein
Title: Secretary
/s/ Bruce S. Kovner
Name: Bruce S. Kovner
Title: signed by Scott B. Bernstein
as Attorney-in-Fact
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than
an executive officer or general partner of the filing person, evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2),
13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901;
sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec.
2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119,
155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1),
78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR
18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148,
Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR
35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]
Certification
The undersigned hereby certifies that the shares of Vivus, Inc.
purchased on behalf of Caxton International Limited, Caxton Advantage
Life Sciences Fund, L.P. and the shares owned by Mr. Kovner were
not acquired and are not being held for the purpose of or with the effect of
changing or influencing the control of the issuer of such securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
Date: 2/14/2012 /s/ Eric W. Roberts
Eric W. Roberts
/s/ Bruce S. Kovner
signed by Scott B. Bernstein
as Attorney-in-Fact