-----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, LLwDrljUUN6shWCZHH/ikn296DXVTInt/QWL94ISJulSFRFH1GlpgvsBk7Ij7JRW 5fFE9aOsG7M6ixRtJHCgRw== 0000950123-04-002261.txt : 20040225 0000950123-04-002261.hdr.sgml : 20040225 20040224185434 ACCESSION NUMBER: 0000950123-04-002261 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040225 GROUP MEMBERS: BIOMEDICAL OFFSHORE VALUE FUND LTD GROUP MEMBERS: BIOMEDICAL VALUE FUND LP GROUP MEMBERS: GREAT POINT GP LLC GROUP MEMBERS: GREAT POINT PARTNERS LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT POINT PARTNERS LLC CENTRAL INDEX KEY: 0001281446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 2 PICKWICK PLAZA STREET 2: STE 450 CITY: GREENWICH STATE: CT ZIP: 06830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALENTIS INC CENTRAL INDEX KEY: 0000932352 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943156660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53479 FILM NUMBER: 04625851 BUSINESS ADDRESS: STREET 1: 863A MITTEN RD CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6506971900 MAIL ADDRESS: STREET 1: 863A MITTEN ROAD CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER COMPANY: FORMER CONFORMED NAME: MEGABIOS CORP DATE OF NAME CHANGE: 19960716 SC 13G 1 y94450sc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Valentis, Inc. -------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 91913E02 (CUSIP Number) February 18, 2004 ----------------- (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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dr. Jeffrey R. Jay, 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 U.S.A. Number of 5. SOLE VOTING POWER Shares Beneficially Owned by 6. SHARED VOTING POWER Each Reporting 873,000 Person 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 873,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 873,000 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% 12. TYPE OF REPORTING PERSON IN 2 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Biomedical Value Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. Number of 5. SOLE VOTING POWER Shares 742,050 Beneficially Owned by 6. SHARED VOTING POWER Each Reporting Person 7. SOLE DISPOSITIVE POWER 742,050 8. SHARED DISPOSITIVE POWER 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 742,050 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 12. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0% 13. TYPE OF REPORTING PERSON PN 3 ' 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Great Point GP, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. Number of 5. SOLE VOTING POWER Shares Beneficially Owned by 6. SHARED VOTING POWER Each Reporting 742,050 Person 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 742,050 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 742,050 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0% 12. TYPE OF REPORTING PERSON OO 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Biomedical Offshore Value Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands Number of 5. SOLE VOTING POWER Shares 130,950 Beneficially Owned by 6. SHARED VOTING POWER Each Reporting Person 7. SOLE DISPOSITIVE POWER 130,950 8. SHARED DISPOSITIVE POWER 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,950 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 5 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Great Point Partners, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. Number of 5. SOLE VOTING POWER Shares Beneficially Owned by 6. SHARED VOTING POWER Each 873,000 Reporting Person 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 873,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 873,000 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% 12. TYPE OF REPORTING PERSON OO 6 ITEM 1(a) NAME OF ISSUER: Valentis, Inc. ("Valentis"). ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 863A Mitten Road Burlingame, California 94010 U.S.A. ITEM 2(a) NAME OF PERSON FILING: Dr. Jeffrey M. Jay, M.D. Biomedical Value Fund, L.P. Great Point GP, LLC Biomedical Offshore Value Fund, Ltd. Great Point Partners, LLC ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 2 Pickwick Plaza Suite 450 Greenwich, CT 06830 ITEM 2(c) CITIZENSHIP: Dr. Jeffrey M. Jay, M.D. is a citizen of the United States. Biomedical Value Fund, L.P. is a limited partnership organized under the laws of the State of Delaware. Great Point GP, LLC is a limited liability company organized under the laws of the State of Delaware. Biomedical Offshore Value Fund, Ltd. is a limited liability corporation organized under the laws of the Cayman Islands. Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e) CUSIP NUMBER: 91913E02 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b), OR 13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not Applicable. 7 ITEM 4. OWNERSHIP (a) THROUGH (c) Biomedical Value Fund, L.P. ("BVF") is the direct beneficial owner of 742,050 Common Shares (the "BVF Shares"). Great Point GP, LLC, is the general partner of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Great Point Partners, LLC is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Dr. Jeffrey R. Jay, M.D. has voting and investment power with respect to the BVF Shares, and therefore is the beneficial owner of the BVF Shares. Biomedical Offshore Value Fund, Ltd. ("BOVF") is the direct beneficial owner of 130,950 Common Shares (the "BOVF Shares"). Great Point Partners, LLC is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Dr. Jeffrey R. Jay, M.D. has voting and investment power with respect to the BOVF Shares, and therefore is the beneficial owner of the BOVF Shares. The information in items 1 and 5 through 8 on the cover pages to this Schedule 13G is hereby incorporated by reference. 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 [ ]: 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 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. 8 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 participant in any transaction having that purpose or effect. 9 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. Date: February 20, 2004 DR. JEFFREY R. JAY, M.D. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- BIOMEDICAL VALUE FUND L.P. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- By Great Point GP, LLC, as general partner, By Dr. Jeffrey R. Jay, M.D., as senior managing member GREAT POINT GP, LLC Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- By Dr. Jeffrey R. Jay, M.D., as senior managing member BIOMEDICAL OFFSHORE VALUE FUND, LTD. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- By Great Point Partners, LLC, as investment manager, By Dr. Jeffrey R. Jay, M.D., as senior managing member GREAT POINT PARTNERS, LLC Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- By Dr. Jeffrey R. Jay, M.D., as senior managing member 10 EXHIBIT A JOINT FILING STATEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G and any amendments thereto to which this exhibit is attached is filed on behalf of each of them. Date: February 20, 2004 DR. JEFFREY R. JAY, M.D. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- BIOMEDICAL VALUE FUND L.P. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- By Great Point GP, LLC, as general partner, By Dr. Jeffrey R. Jay, M.D., as senior managing member GREAT POINT GP, LLC Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- By Dr. Jeffrey R. Jay, M.D., as senior managing member BIOMEDICAL OFFSHORE VALUE FUND, LTD. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- By Great Point Partners, LLC, as investment manager, By Dr. Jeffrey R. Jay, M.D., as senior managing member GREAT POINT PARTNERS, LLC Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- By Dr. Jeffrey R. Jay, M.D., as senior managing member 11 -----END PRIVACY-ENHANCED MESSAGE-----