-----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, LI3fPH3afkcqGh75SjJA/yB8LxhX1jPEHx73ninAjnZ+9h7S7P04+9YfgHh2DPZU 4R9Altw3hFj01ro4J6uC7A== 0000891836-02-000280.txt : 20020607 0000891836-02-000280.hdr.sgml : 20020607 20020604143958 ACCESSION NUMBER: 0000891836-02-000280 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020604 GROUP MEMBERS: ANDREW H. TISCH GROUP MEMBERS: DANIEL R. TISCH GROUP MEMBERS: FELIX J. BAKER GROUP MEMBERS: JAMES S. TISCH GROUP MEMBERS: JULIAN C. BAKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIMERIS INC CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52299 FILM NUMBER: 02669936 BUSINESS ADDRESS: STREET 1: 3518 WESTGATE DRIVE, SUITE 300 CITY: DURHAM STATE: NC ZIP: 27707 BUSINESS PHONE: 9194196050 MAIL ADDRESS: STREET 1: 3518 WESTGATE DRIVE, SUITE 300 CITY: DURHAM STATE: NC ZIP: 27707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TISCH DANIEL R CENTRAL INDEX KEY: 0001111794 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129356655 MAIL ADDRESS: STREET 1: 500 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc0162.htm AMENDMENT NO. 1 Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 1) *

TRIMERIS, INC.
(Name of Issuer)

Common Stock, $0.001 per share
(Title of Class of Securities)

896263100
(CUSIP Number)

Barry L. Bloom
655 Madison Avenue 8th Floor
New York, NY 10021
(212) 521-2930
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 16, 2002
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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 (the “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).

Page 1 of 12 Pages


SCHEDULE 13D
  
CUSIP No.  896263100      Page 2  of 12 Pages
  
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Andrew H. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,195,175
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,195,175
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,195,175
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

SCHEDULE 13D
  
CUSIP No.  896263100      Page 3  of 12 Pages
  
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Daniel R. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,195,175
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,195,175
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,195,175
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

SCHEDULE 13D
  
CUSIP No.  896263100      Page 4  of 12 Pages
  
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

James S. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,195,175
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,195,175
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,195,175
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

SCHEDULE 13D
  
CUSIP No.  896263100      Page 5  of 12 Pages
  
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Thomas J. Tisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
1,195,175
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,195,175
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,195,175
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

SCHEDULE 13D
  
CUSIP No.  896263100      Page 6  of 12 Pages
  
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Julian C. Baker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
2,340,550
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,340,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,340,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.5%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

SCHEDULE 13D
  
CUSIP No.  896263100      Page 7  of 12 Pages
  
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Felix J. Baker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  [   ]
(b)  [X]
3 SEC USE ONLY
  
4 SOURCE OF FUNDS (See Instructions)

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
2,340,550
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,340,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,340,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) 		[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.5%
14 TYPE OF REPORTING PERSON (See Instructions)

IN

           This Amendment No. 1 to Schedule 13D is being filed by Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch, Felix J. Baker and Julian C. Baker (each, a “Reporting Person”) to amend and supplement the statement on Schedule 13D previously filed by them with the Securities and Exchange Commission. Except as amended and supplemented herein, that statement remains in full force and effect.

Item 3.

Source and Amount of Funds or Other Consideration.

           The funds used to purchase the shares of Common Stock reported in the second table under Item 5 below were provided from the available working capital of the entity indicated as making the purchase. The aggregate price of each purchase is included in the second table under Item 5 below.

Item 5.

Interest in Securities of the Issuer.

           Set forth in the table below is the aggregate number of shares of Common Stock beneficially owned as of the date hereof by each of the following, together with the percentage of outstanding shares of Common Stock that is beneficially owned by each such person or entity.

               Name                Number of Shares   Percent of Class
  Outstanding (1)  
     
Four Partners

Baker/Tisch Investments, L.P.

Baker Bros. Investments, L.P.

Baker Bros. Investments II, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund II, L.P.

FBB Associates

Andrew H. Tisch (2)

Daniel R. Tisch (2)

James S. Tisch (2)

Thomas J. Tisch (2)

Total

 906,850

278,000

136,950

169,800

690,285

1,025,515

40,000

288,325

288,325

288,325

288,325

4,400,700

 4.8%

1.5%

0.7%

0.9%

3.7%

5.5%

0.2%

1.5%

1.5%

1.5%

1.5%

23.5%

 

(1)

The ownership percentages set forth in the table above are based on 18,741,364 shares of Common Stock outstanding, as reported on the Company’s Form 10-Q for the fiscal quarter ended March 31, 2002.

Page 8 of 12 Pages


 

(2)

Includes shares held by the Reporting Person (a) in his individual capacity or (b) by a trust in which the Reporting Person is the trustee or beneficiary and has voting or investment control over the share of Common Stock held by such trust.

           The following persons may be regarded as beneficial owners of the shares listed above for the reasons listed below:

 

(1)

By virtue of their status as managing trustees of the trusts that are the general partners of Four Partners, a New York general partnership, Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to have shared beneficial ownership of shares owned by Four Partners and shared power to vote or direct the vote of and to dispose or direct the disposition of those shares.

 

(2)

By virtue of his status as manager of Four Partners, Thomas J. Tisch may be deemed to have power to vote or direct the vote of the securities owned by Four Partners and power to dispose or direct the disposition of the securities owned by Four Partners.


 

(3)

Julian C. Baker and Felix J. Baker, by virtue of their ownership of entities that have the power to control the investment decisions of Baker/Tisch Investments, L.P. (formerly known as Baker/Tisch Investments, LLC), Baker Bros. Investments, L.P. (formerly known as Baker Bros. Investments, LLC), Baker Bros. Investments II, L.P. (formerly known as Baker Bros. Investments II, LLC), Baker Biotech Fund I, L.P. and Baker Biotech Fund II, L.P., may each be deemed to be beneficial owners of shares owned by such entities and may be deemed to have shared power to vote or direct the vote and to dispose or direct the disposition of such securities. Julian C. Baker and Felix J. Baker are also the sole partners of FBB Associates, a general partnership, and as such may be deemed to be beneficial owners of shares owned by FBB Associates and may be deemed to have shared power to vote or direct the vote and dispose or direct the disposition of those shares.

           The following transactions in Common Stock were effected by the entities noted below during the 60 days preceding the date hereof. None of the Reporting Persons has effected any other transactions in Common Stock during the 60 days preceding the date hereof. Except as otherwise noted, the following transactions were effected through NASDAQ.

Name

   Date

   Number
of Shares

   Transaction

   Price/
Share

   Aggregate
Amount
Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P. 		  04/18/02

04/23/02

04/24/02

04/24/02

04/25/02 		  29,600

2,400

4,200

7,600

14,200 		  Purchase

Purchase

Purchase

Purchase

Purchase 		  $50.63

$48.93

$49.05

$49.45

$48.01 		  $1,499,154

$117,485

$206,110

$375,948

$682,020


Page 9 of 12 Pages


 

    

    

    

    

    
Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund I, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P.

Baker Biotech Fund II, L.P. 		  04/26/02

05/01/02

05/02/02

05/03/02

05/03/02

05/06/02

05/08/02

05/16/02

05/17/02

05/21/02

05/22/02

05/23/02

05/31/02

06/03/02

04/18/02

04/23/02

04/24/02

04/24/02

04/25/02

04/26/02

05/01/02

05/02/02

05/03/02

05/03/02

05/06/02

05/08/02

05/16/02

05/17/02

05/21/02

05/22/02

05/23/02

05/31/02

06/03/02 		  12,100

900

5,100

10,250

14,100

4,200

1,300

12,700

600

1,400

3,300

2,450

7,800

5,200

266,100

3,500

6,000

11,000

20,400

17,500

1,300

7,400

14,750

20,400

6,000

1,900

18,300

900

2,100

4,800

3,550

11,200

7,500 		  Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase

Purchase 		  $47.48

$47.30

$46.61

$45.05

$45.27

$44.13

$44.03

$49.58

$49.10

$47.71

$47.82

$47.80

$49.95

$47.61

$50.63

$48.93

$49.05

$49.45

$48.01

$47.48

$47.30

$46.61

$45.05

$45.27

$44.13

$44.03

$49.58

$49.10

$47.71

$47.82

$47.80

$49.95

$47.61 		  $574,709

$42,584

$237,790

$461,763

$638,631

$185,433

$57,267

$629,911

$29,470

$66,816

$157,860

$117,160

$389,782

$247,692

$13,477,193

$171,333

$294,442

$544,135

$979,804

$831,191

$61,510

$345,029

$664,488

$923,977

$264,904

$83,698

$907,667

$44,206

$100,223

$229,615

$169,762

$559,686

$357,248

Page 10 of 12 Pages


           Because of certain business and family relationships among the Reporting Persons, they are filing as if they constitute a group solely for informational purposes. However, the filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder. Each Reporting Person disclaims beneficial ownership of any shares of Common Stock owned by any other Reporting Person, except to the extent that beneficial ownership is expressly reported herein.

 

 

 

Page 11 of 12 Pages

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.

June 4, 2002 By: /s/ Andrew H. Tisch
     
      Andrew H. Tisch

   By: /s/ Daniel R. Tisch
     
      Daniel R. Tisch

   By: /s/ James S. Tisch
     
      James S. Tisch

   By: /s/ Thomas J. Tisch
     
      Thomas J. Tisch

   By: /s/ Julian C. Baker
     
      Julian C. Baker

   By: /s/ Felix J. Baker
     
      Felix J. Baker




Page 12 of 12 Pages

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