-----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, Tj5WCgDBZM2YBm3d6OSqSLQ9fkHkuesh0ACv0CVZ488b0ksVMiLTK8cUaWhlLMVw a8LfyqYHKazOsOfoCqfnJw== 0001048462-10-000016.txt : 20100415 0001048462-10-000016.hdr.sgml : 20100415 20100415162639 ACCESSION NUMBER: 0001048462-10-000016 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100415 DATE AS OF CHANGE: 20100415 GROUP MEMBERS: CHARLES E. DAVIDSON GROUP MEMBERS: JOSEPH M. JACOBS GROUP MEMBERS: THETA INVESTORS LLC GROUP MEMBERS: WEXFORD GP LLC GROUP MEMBERS: WEXFORD SPECTRUM INVESTORS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JAVELIN PHARMACEUTICALS, INC CENTRAL INDEX KEY: 0000050710 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880471759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62367 FILM NUMBER: 10752297 BUSINESS ADDRESS: STREET 1: 125 CAMBRIDGEPARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 617-349-4500 MAIL ADDRESS: STREET 1: 125 CAMBRIDGEPARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 FORMER COMPANY: FORMER CONFORMED NAME: INTRAC INC DATE OF NAME CHANGE: 20010313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD CAPITAL LP CENTRAL INDEX KEY: 0001048462 IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD CAPITAL LLC DATE OF NAME CHANGE: 20000817 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD MANAGEMENT LLC DATE OF NAME CHANGE: 19971024 SC 13G/A 1 formsc13ga3.htm WEXFORD CAPITAL SC13GA3 04-15-2010 formsc13ga3.htm


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

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.3)

JAVELIN PHARMACEUTICALS, INC.
_____________________________________________
(Name of Issuer)


Common Stock, par value $.001 per share
__________________________
(Title of Class of Securities)

471894105
______________________________________________
(CUSIP Number)


April 12, 2010
(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)
þ
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 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).


 
   

 
 

 


CUSIP NO. 471894105
 
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theta Investors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
111,111
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
111,111
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
111,111*
*Includes 111,111 warrants exercisable to acquire 111,111 shares of common stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
0.17%
12
TYPE OF REPORTING PERSON
 
OO


 
   

 
 

 


CUSIP NO. 471894105
 
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford Spectrum Investors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
111,111
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
111,111
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
111,111*
*Includes 111,111 warrants exercisable to acquire 111,111 shares of common stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
0.17%
12
TYPE OF REPORTING PERSON
 
OO


 
   

 
 

 


CUSIP NO. 471894105
 
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
222,222
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
222,222
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
222,222*
*Includes 222,222 warrants exercisable to acquire 222,222 shares of common stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
0.34%
12
TYPE OF REPORTING PERSON
 
PN


 
   

 
 

 


CUSIP NO. 471894105
 
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
222,222
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
222,222
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
222,222*
*Includes 222,222 warrants exercisable to acquire 222,222 shares of common stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
0.34%
12
TYPE OF REPORTING PERSON
 
OO

 
   

 
 

 


CUSIP NO. 471894105
 
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles E. Davidson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
222,222
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
222,222
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
222,222*
*Includes 222,222 warrants exercisable to acquire 222,222 shares of common stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
0.34%
12
TYPE OF REPORTING PERSON
 
IN


 
   

 
 

 


CUSIP NO. 471894105
 
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph M. Jacobs
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
222,222
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
222,222
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
222,222*
*Includes 222,222 warrants exercisable to acquire 222,222 shares of common stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
0.34%
12
TYPE OF REPORTING PERSON
 
IN


 
   

 
 

 

This Amendment No. 3 to Schedule 13G modifies and supplements the Schedule 13G initially filed on November 14, 2005, as amended by Amendment No. 1 to Schedule 13G filed on February 7, 2006 and Amendment No. 2 to Schedule 13G filed on February 9, 2009 (the “Statement”), with respect to the common stock, $0.001 par value per share (the “Common Stock”), of Javelin Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Except to the extent supplemented by the information contained in this Amendment No. 3, the Statement, as amended as provided herein, remains in full force and effect.  Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 1.

 
(a)
Name of Issuer:

JAVELIN PHARMACEUTICALS, INC.

 
(b)
Address of Issuer’s Principal Executive Offices:

125 CambridgePark Drive
Cambridge, MA 02140

Item 2.

 
(a)
Name of Persons Filing (collectively, the “Reporting Persons”):

 
(i)
Theta Investors LLC
 
(ii)
Wexford Spectrum Investors LLC
 
(iii)  
Wexford Capital LP
 
(iv)  
Wexford GP LLC
 
(v)
Charles E. Davidson
 
(vi)
Joseph M. Jacobs

 
(b)
Address of Principal Business Office, or, if none, Residence of Reporting Persons:

c/o Wexford Capital LP
Suite 125
411 West Putnam Avenue
Greenwich, Connecticut 06830

 
(c)
Citizenship:

 
(i)
Theta Investors LLC - Delaware
 
(ii)
Wexford Spectrum Investors LLC – Delaware
 
(iii)  
Wexford Capital LP – Delaware
 
(iv)  
Wexford GP LLC - Delaware
 
(v)
Charles E. Davidson - United States
 
(vi)
Joseph M. Jacobs - United States

 
(d)
Title of Class of Securities:

common stock, par value $0.001 per share

 
(e)
CUSIP Number: 471894105


Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A


 
(a)
£
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
£
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
£
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
£
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
(e)
£
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
£
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
£
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
£
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
£
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
£
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.
Ownership

 
Since the date of the last Statement, certain of the Reporting Persons sold 5,739,250 shares of the Company’s common stock. As a result of the foregoing, set forth below is the aggregate number of shares and percentage of common stock identified in Item 1 beneficially owned by the Reporting Persons (which number includes shares of common stock issuable upon the exercise of warrants). Information set forth below is on the basis of 64,368,371 shares of Common Stock issued and outstanding which upon information and belief is the number of Common Stock reported in the Company 10-K filed on March 8, 2010.

(i) Theta Investors LLC
 
(a)
Amount beneficially owned: 111,111
 
(b)
Percent of class: 0.17%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 111,111
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 111,111

(ii) Wexford Spectrum Investors LLC
 
(a)
Amount beneficially owned: 111,111
 
(b)
Percent of class: 0.17%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 111,111
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)  
Shared power to dispose or to direct the disposition of: 111,111

(iii) Wexford Capital LP
 
(a)
Amount beneficially owned: 222,222
 
(b)
Percent of class: 0.34%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 222,222
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)  
Shared power to dispose or to direct the disposition of: 222,222

(iv) Wexford GP LLC
 
(a)
Amount beneficially owned: 222,222
 
(b)
Percent of class: 0.34%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 222,222
 
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)      Shared power to dispose or to direct the disposition of: 222,222


(v) Charles E. Davidson
 
(a)
Amount beneficially owned: 222,222
 
(b)
Percent of class: 0.34%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 222,222
 
(iii)  
Sole power to dispose or to direct the disposition of: 0
 
(iv)  
Shared power to dispose or to direct the disposition of: 222,222

(vi) Joseph M. Jacobs
 
(a)
Amount beneficially owned: 222,222
 
(b)
Percent of class: 0.34%
 
(c)
Number of shares to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 222,222
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 222,222


Wexford Capital LP ("Wexford Capital") is the manager to Theta Investors LLC and Wexford Spectrum Investors LLC (together, the “Wexford Entities”) and by reason of its status as such may be deemed to own beneficially the interest in the securities of which the Wexford Entities possess beneficial ownership. Wexford GP LLC (“Wexford GP”) may, as the general partner of Wexford Capital, be deemed to own beneficially the securities of which the Wexford Entities possess beneficial ownership. Each of Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs") may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the interests in the securities of which the Wexford Entities possess beneficial ownership. Each of Davidson, Jacobs, Wexford GP and Wexford Capital shares the power to vote and to dispose of the interests in the securities beneficially owned by the Wexford Entities. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the securities owned by Wexford Entities and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their interests in each member of the Wexford Entities.


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 persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following  þ


Item 6.
Ownership of More than Five Percent on Behalf of Another Person N/A.


Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A


Item 8.
Identification and Classification of Members of the Group N/A


Item 9.
Notice of Dissolution of Group N/A


Item 10.
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.


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 April 15, 2010
 THETA INVESTORS LLC
 
     
       
 
By:
/s/ Arthur H. Amron
 
 
 Name:
 Arthur H. Amron
 
 
 Title
 Vice President and Assistant Secretary
 
       
     
 
WEXFORD SPECTRUM  INVESTORS LLC
 
     
       
 
By:
/s/ Arthur H. Amron
 
 
 Name:
 Arthur H. Amron
 
 
 Title
 Vice President and Assistant Secretary
 
       
     
 
WEXFORD CAPITAL LP
 
     
       
 
By:
/s/ Arthur H. Amron
 
 
 Name:
 Arthur H. Amron
 
 
 Title
 Partner and Secretary
 
       
     
 
 WEXFORD GP LLC
 
     
       
 
By:
/s/ Arthur H. Amron
 
 
 Name:
 Arthur H. Amron
 
 
 Title
 Vice President and Assistant Secretary
 
     
       
 
 
/s/ Charles E. Davidson
 
   
 CHARLES E. DAVIDSON
 
       
       
 
 
/s/ Joseph M. Jacobs
 
   
JOSEPH M. JACOBS
 


 
   

 
 

 

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