0001144204-12-001442.txt : 20120109 0001144204-12-001442.hdr.sgml : 20120109 20120109202754 ACCESSION NUMBER: 0001144204-12-001442 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111229 FILED AS OF DATE: 20120109 DATE AS OF CHANGE: 20120109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MANHATTAN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001001316 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 363898269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 810 SEVENTH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 582-3950 MAIL ADDRESS: STREET 1: 810 SEVENTH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC TECHNOLOGY VENTURES INC DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEISS MICHAEL S CENTRAL INDEX KEY: 0001038977 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32639 FILM NUMBER: 12518577 MAIL ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 3 1 v245089_3.xml OWNERSHIP DOCUMENT X0204 3 2011-12-29 0 0001001316 MANHATTAN PHARMACEUTICALS INC MHAN 0001038977 WEISS MICHAEL S 787 SEVENTH AVE, 48TH FLOOR NEW YORK NY 10019 1 1 1 0 See Remarks Common Stock 7500000 D Series A Preferred Stock 112500 D Series A Preferred Stock 284013 I Mr. Weiss is a principal of Opus Point Partners, LLC Warrants to purchase Common Stock 0.04 2011-12-29 2016-12-29 Common Stock 1875000 D Mr. Weiss beneficially owns 112,500 shares of Registrant's Preferred Stock, which votes with the Common Stock on an as-converted basis (each share of Preferred Stock converts into 500 shares of Common Stock, provided that such conversion right is subject to sufficient available authorized shares of the registrant's common stock). The shares of Series A Preferred Stock vest as follows: 14,063 on each of November 15, 2012, November 15, 2013, November 15, 2014, and November 15, 2014; 28,123 upon the occurrence of the registrant achieving a particular market capitalization target; and 28,123 upon the occurrence of the registrant achieving a second particular market capitalization target. Each warrant is exercisable to purchase one share of the registrant's Common Stock and is exercisable for a price of $0.04 for a period of five years. Mr. Weiss is the managing member of Opus Point Partners, LLC ("Opus Point"), and thus may be deemed to beneficially owned such shares of Series A Preferred Stock. Executive Chairman, Interim CEO and President. /s/ Michael S. Weiss 2012-01-09