-----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, DgSOFQdO/yvqZ1BSwNb+ZAorrmxe5P67/PHVZV4AYfXOLO3+AzqzdLSvmAYNDzUb LYol90YwMkwzTz0ffoZozA== 0000927016-03-000425.txt : 20030206 0000927016-03-000425.hdr.sgml : 20030206 20030206172305 ACCESSION NUMBER: 0000927016-03-000425 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CURAGEN CORP CENTRAL INDEX KEY: 0001030653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 061331400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53811 FILM NUMBER: 03543135 BUSINESS ADDRESS: STREET 1: 555 LONG WHARF DRIVE STREET 2: 11TH FL CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 2034013330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTHBERG JONATHAN M CENTRAL INDEX KEY: 0001076352 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CURAGEN CORP STREET 2: 555 LONG WHARF DRIVE CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 5612235452 SC 13G/A 1 dsc13ga.txt SCHEDULE 13G/A AMEND #5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 5)* CuraGen Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 23126R 10 1 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2002 - -------------------------------------------------------------------------------- (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) [ ] Rule 13d-1(c) [X] 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 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). Page 1 of 7 pages ======================= ======================= CUSIP NO. 23126R 10 1 13G Page 2 of 7 Pages ======================= ======================= ============= ================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jonathan M. Rothberg, Ph.D. - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States ============= ======== ======= ================================================= 5 SOLE VOTING POWER NUMBER OF SHARES 5,358,151 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the sole limited partner is a trust in which Dr. Rothberg is the primary beneficiary and (ii) 350,000 shares of Common Stock subject to currently exercisable options). ------- ------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER 34,850 shares (consists of (i) 400 shares held by Dr. Rothberg's wife, and (ii) 34,450 shares of OWNED BY Common Stock subject to currently exercisable options held by Dr. Rothberg's wife). ------- ------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER 5,358,151 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of REPORTING which Dr. Rothberg is the sole general partner and of which the sole limited partner is a trust in which Dr. Rothberg is the primary beneficiary and (ii) 350,000 shares of Common Stock subject to currently exercisable options). ------- ------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER 34,850 shares (consists of (i) 400 shares held by Dr. Rothberg's wife, and (ii) 34,450 shares of Common Stock subject to currently exercisable options held by Dr. Rothberg's wife). ================================================================================ Page 2 of 7 pages ============ =================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,393,001 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the sole limited partner is a trust in which Dr. Rothberg is the primary beneficiary, (ii) 350,000 shares of Common Stock subject to currently exercisable options, (iii) 400 shares of Common Stock owned by Dr. Rothberg's wife and (iv) 34,450 shares of Common Stock subject to currently exercisable options held by Dr. Rothberg's wife). - ------------ ------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not applicable. - ------------ ------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.84% - ------------ ------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN ============ =================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 7 pages Item 1(a). Name of Issuer: --------------- CuraGen Corporation Item 1(b). Address of Issuer's Principal Executive Offices: ------------------------------------------------ 555 Long Wharf Drive New Haven, CT 06511 Item 2(a). Name of Person Filing: Jonathan M. Rothberg, Ph.D. Item 2(b). Address of Principal Business Office or, if None, Residence: ------------------------------------------------------------ c/o CuraGen Corporation 555 Long Wharf Drive New Haven, CT 06511 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: ------------- 23126R 10 1 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or -------------------------------------------------------- 13d-2(b) or (c), Check Whether the Person Filing is a: ------------------------------------------------------ (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). Page 4 of 7 pages (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] Item 4. Ownership --------- Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 5,393,001 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the sole limited partner is a trust in which Dr. Rothberg is the primary beneficiary, (ii) 350,000 shares of Common Stock subject to currently exercisable options, (iii) 400 shares of Common Stock owned by Dr. Rothberg's wife and (iv) 34,450 shares of Common Stock subject to currently exercisable options held by Dr. Rothberg's wife). (b) Percent of class: 10.84% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 5,358,151 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the sole limited partner is a trust in which Dr. Rothberg is the primary beneficiary and (ii) 350,000 shares of Common Stock subject to currently exercisable options). (ii) shared power to vote or to direct the vote: 34,850 shares (consists of (i) 400 shares held by Dr. Rothberg's wife, and (ii) 34,450 shares of Common Stock subject to currently exercisable options held by Dr. Rothberg's wife). Page 5 of 7 pages (iii) sole power to dispose or to direct the disposition of: 5,358,151 shares (includes (i) 2,000,000 shares of Common Stock held by a limited partnership of which Dr. Rothberg is the sole general partner and of which the sole limited partner is a trust in which Dr. Rothberg is the primary beneficiary and (ii) 350,000 shares of Common Stock subject to currently exercisable options). (iv) shared power to dispose or to direct the disposition of: 34,850 shares (consists of (i) 400 shares held by Dr. Rothberg's wife, and (ii) 34,450 shares of Common Stock subject to currently exercisable options held by Dr. Rothberg's wife). 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 [ ]. 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 ------------- Not applicable. Page 6 of 7 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. Date: February 6, 2003 By: /s/ Jonathan M. Rothberg, Ph.D. -------------------------------------------- Name: Jonathan M. Rothberg, Ph.D. Title: Chief Executive Officer, President and Chairman Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----