-----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, AIWdRXZTw4OD/C24IwFjaQZK2iLQXtuiEFKbeY6KQGWSV6NdKS8VRr35VF5cT4bY 2XzyyjAkBqeEp731sbR1Nw== 0000922423-99-000264.txt : 19990217 0000922423-99-000264.hdr.sgml : 19990217 ACCESSION NUMBER: 0000922423-99-000264 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVIGEN INC \DE CENTRAL INDEX KEY: 0000932903 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133647113 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48313 FILM NUMBER: 99541819 BUSINESS ADDRESS: STREET 1: 1201 HARBOR BAY PARKWAY STREET 2: SUITE 1000 CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: 5107487150 MAIL ADDRESS: STREET 1: 1201 HARBOR BAY PARKWAY #1000 CITY: ALAMEDA STATE: CA ZIP: 94502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSENWALD LINDSAY A MD CENTRAL INDEX KEY: 0000941841 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 375 PARK AVE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324366 MAIL ADDRESS: STREET 1: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: ROSENWALD LINDSAY MD DATE OF NAME CHANGE: 19950316 SC 13G/A 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------- SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 ----------------------------------------- Avigen, Inc. ----------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ------------------------------------------ (Title of Class of Securities) 053690103 ------------- (CUSIP Number) 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 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 to Schedule 13G). 1 SCHEDULE 13G CUSIP No. 053690103 Page 2 of 5 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindsay A. Rosenwald, M.D. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5) SOLE VOTING POWER 337,730 /1/ NUMBER ---------------------------------------------------------- OF 6) SHARED VOTING POWER SHARES 15,798 /2/ BENEFICIALLY ---------------------------------------------------------- OWNED BY 7) SOLE DISPOSITIVE POWER EACH 337,730 /1/ REPORTING ---------------------------------------------------------- PERSON 8) SHARED DISPOSITIVE POWER WITH 15,798 - -------------------------------------------------------------------------------- 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 353,528 /3/ - -------------------------------------------------------------------------------- 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.77% - -------------------------------------------------------------------------------- 12) TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - --------------- /1/ Includes 44,803 shares of common stock held by June Street Corporation and 44,803 shares of common stock held by Huntington Street Corporation. Dr. Rosenwald is the president and sole shareholder of each of June Street Corporation and Huntington Street Corporation. /2/ Includes 5,129 shares of common stock of the Issuer issuable upon conversion of 5,129 shares of Series C Preferred Stock, 513 shares of common stock of the Issuer issuable upon conversion of 513 shares of Series C Preferred Stock receivable upon exercise of warrants and warrants to purchase 2,708 shares of common stock of the Issuer held by Aries Domestic Fund, L.P. (the "Partnership") and 5,129 shares of common stock of the Issuer issuable upon conversion of 5,129 shares of Series C Preferred Stock, 513 shares of common stock of the Issuer issuable upon conversion of 513 shares of Series C Preferred Stock receivable upon exercise of warrants and warrants to purchase 1,806 shares of common stock of the Issuer held by The Aries Master Fund, a Cayman Island exempted company (the "Master Fund"). Paramount Capital Asset Management, Inc. ("PCAM") is the general partner of the Partnership and the investment manager of the Master Fund. Dr. Rosenwald is the chairman and sole shareholder of PCAM. /3/ Does not include 160,559 shares of common stock held by Dr. Rosenwald's wife and 66,912 shares of common stock of the Issuer held by Dr. Rosenwald's wife in trust for the benefit of his minor children, for which Dr. Rosenwald disclaims beneficial ownership. 2 Item 1. (a) Name of Issuer: Avigen, Inc. (the "Company") (b) Address of Issuer's Principal Executive Offices: 1201 Harbor Way Parkway, #1000 Alameda, CA 94502 Item 2. (a) Name of Person Filing: Lindsay A. Rosenwald, M.D. (b) Address of Principal Business Office or, if None, Residence: Paramount Capital 787 Seventh Avenue, 48th Floor New York, New York 10019 (c) Citizenship: Dr. Rosenwald is a citizen of the United States. (d) Title of Class of Securities: Common Stock, $0.001 par value ("shares"). (e) CUSIP#: 053690103 Item 3. Check the box if this statement is filed pursuant to Rule 13d-1(c) [ ] Item 4. Ownership: For information concerning the ownership of Common Stock of the Company by the Reporting Persons, see Items 5 through 9 and 11 of the 3 cover pages to this schedule 13G and footnotes thereto. Item 5. Ownership of Five Percent or Less of a Class: As of the date of the filing of this Schedule 13G Amendment, Dr. Rosenwald ceased to be the beneficial owner of more than 5% of the shares of the Issuer. 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. 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 a participant in any transaction having that purpose or effect. 4 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. Dated: February 16, 1999 New York, NY By /s/ Lindsay A. Rosenwald, M.D. --------------------------------- Lindsay A. Rosenwald, M.D. 5 -----END PRIVACY-ENHANCED MESSAGE-----