SC 13G/A 1 s13ga_020408-northstar.htm AMD TO SCHED 13G FOR NORTHSTAR BY DOMAIN PARTNERS IV

CUSIP No. 66704V 10 1

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

 

SCHEDULE 13G

(Rule 13d-102)

 

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)

(Amendment No.1)1

 

Northstar Neuroscience, Inc.

(Name of Issuer)

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

66704V 10 1

(CUSIP Number)

 

December 31, 2007

Date of Event Which Requires Filing of this Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

 

_________________________

1 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 on 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 66704V 10 1

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Domain Partner IV, L.P.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

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

 

-0-

7)

Sole Dispositive
Power

-0-

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

-0-

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

-0-

12)

Type of Reporting Person

PN

 

CUSIP No. 66704V 10 1

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

DP IV Associates, L.P.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

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

 

-0-

7)

Sole Dispositive
Power

-0-

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

-0-

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

-0-

12)

Type of Reporting Person

PN

 

CUSIP No. 66704V 10 1

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Domain Associates, L.L.C.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

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

 

-0-

7)

Sole Dispositive
Power

-0-

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

-0-

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

-0-

12)

Type of Reporting Person

OO

 

CUSIP No. 66704V 10 1

 

Amendment No. 1 to Schedule 13G (Final Amendment)  

 

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on February 12, 2007 (the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined.

 

The following Items of the Schedule 13G are hereby amended and restated as follows:

 

Item 4 –

Ownership.

 

 

(a)

Amount Beneficially Owned:

 

Domain IV: -0-

DP IV A: -0-

DA: -0-

 

(b) Percent of Class:

 

Domain IV: -0-

DP IV A: -0-

DA: -0-

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

sole power to vote or to direct the vote:

 

Domain IV: -0-

DP IV A: -0-

DA: -0-

 

(ii) shared power to vote or to direct the vote: -0-

 

(iii) sole power to dispose or to direct the disposition of:

 

Domain IV: -0-

DP IV A: -0-

DA: -0-

 

(iv) shared power to dispose or to direct the disposition of: -0-

CUSIP No. 66704V 10 1

 

 

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 owners of more than five percent of the Common Stock, check the following: x

CUSIP No. 66704V 10 1

 

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.

 

 

DOMAIN PARTNERS IV, L.P.

 

By:

By: One Palmer Square Associates
IV, L.L.C., General Partner

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

DP IV ASSOCIATES, L.P.

 

By:

One Palmer Square Associates
IV, L.L.C., General Partner

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

DOMAIN ASSOCIATES, L.L.C.

 

 

 

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

 

Date: January 23, 2008