-----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, AscIxQE/BQA1njiSBPJ+vBMs/Sfhh835EaxLSAX/LRNqVWalKCvTV2uMZFhD/eZn dRTnj5y+gFjFpovTy7iKXQ== 0001104659-06-047565.txt : 20060719 0001104659-06-047565.hdr.sgml : 20060719 20060718195424 ACCESSION NUMBER: 0001104659-06-047565 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060719 DATE AS OF CHANGE: 20060718 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDIVATION, INC. CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133863260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53711 FILM NUMBER: 06968090 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET STREET 2: SUITE 211 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-543-3470 MAIL ADDRESS: STREET 1: 501 SECOND STREET STREET 2: SUITE 211 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: ORION ACQUISITION CORP II DATE OF NAME CHANGE: 19960408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRANO JOSEPH J JR CENTRAL INDEX KEY: 0001304755 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 212-371-5047 MAIL ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS STREET 2: SUITE 2250 CITY: NEW YORK CITY STATE: NY ZIP: 10036 SC 13D/A 1 a06-16228_1sc13da.htm AMENDMENT

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Medivation, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

58501N101

(CUSIP Number)

Joseph J. Grano, Jr.
Centurion Holdings, LLC
1185 Avenue of the Americas, Suite 2250
New York, NY 10036
(212) 371-5038

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 17, 2004

(Date of Event which Requires Filing of this Statement)

 

 




CUSIP No. 58501N101

 

 

1.

Names of Reporting Persons./
I.R.S. Identification Nos. of above persons (entities only)
Joseph J. Grano, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO / PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Citizen of the United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,399,933

 

8.

Shared Voting Power
 0

 

9.

Sole Dispositive Power
1,399,933

 

10.

Shared Dispositive Power
 0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,399,933

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2




 

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Schedule 13D is to supplement and amend the information contained in the initial Schedule 13D (the “Initial Schedule 13D”) filed January 4, 2005, on behalf of Joseph J. Grano, Jr. (the “Reporting Person”). This Amendment No. 1 specifically amends or supplements Item 1, Item 2(b), Item 4 and Item 5 of the Initial Schedule 13D.

Item 1.    Security and Issuer

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Medivation, Inc. (formerly Orion Acquisition Corp. II) (the “Issuer”). The address of the principal executive offices of the Issuer is 55 Hawthorne Street, Suite 610, San Francisco, California 94105.

Item 2.    Identity and Background

(b)           The business address of the Reporting Person is Joseph J. Grano, Jr., Centurion Holdings, LLC, 1185 Avenue of the Americas, Suite 2250, New York, NY 10036.

Item 4.    Purpose of Transaction

The response to Item 4 in the Initial Schedule 13D is supplemented by the following information. Pursuant to a consulting agreement with the Reporting Person, Medivation, Inc. issued two stock options to the Reporting Person in July and December 2004 (the “Stock Options”). The Issuer assumed the Stock Options in the December 2004 merger by which Medivation, Inc. became a wholly owned subsidiary of the Issuer. The first Stock Option was granted July 1, 2004 for 213,661 shares (as adjusted) at an exercise price of $.01 per share, and expires July 1, 2014. The second Stock Option was granted December 17, 2004 for 335,839 shares of Common Stock at an exercise price of $1.55 per share, and expires December 17, 2014. Each Stock Option becomes exercisable as to 25% of the shares on the first anniversary of the date of grant and 1/48th of the shares vest on the first day of each full month thereafter, so that the Stock Option becomes exercisable in full on the first day of the 48th month after the date of grant.

For purposes of this Amendment No. 1, the Reporting Person is voluntarily reporting beneficial ownership of all of the shares of Common Stock underlying the Stock Options. Rule 13e-3 under the Securities Exchange Act requires only that shares purchasable within 60 days be reported as beneficially owned.

Item 5.    Interest in Securities of the Issuer

(a)           The aggregate number of shares of the Common Stock beneficially owned by the Reporting Person is 1,399,933, which represents approximately 6.1% of the outstanding Common Stock. Of the 1,399,933 shares of Common Stock beneficially owned by the Reporting Person, 773,014 shares are owned directly by the Reporting Person, 549,500 shares are issuable upon the exercise in full of the Stock Options and 77,419 shares are issuable upon the exercise in full of stock purchase warrants.

(b)           The Reporting Person has the sole power to vote, or to direct the vote, and the sole power to dispose, or to direct the disposition of, all such 1,399,933 shares of Common Stock beneficially owned by the Reporting Person.

(c)           Not applicable.

3




 

(d)           Not applicable.

(e)           Not applicable.

4




 

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the Reporting Person, the Reporting Person certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated: July 17, 2006

By:

/s/ Joseph J. Grano, Jr.

 

Name:

Joseph J. Grano, Jr.

 

5



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