anthera-13da.htm

SC 13D/A 1 anthera-13da.htm SCHEDULE 13D/A (AMMENDMENT NO. 2) anthera-13da.htm

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ANTHERA PHARMACEUTICALS, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

03674U 102

(CUSIP Number)

Alan E. Salzman

VantagePoint Capital Partners

1001 Bayhill Drive, Suite 300

San Bruno, CA 94066

(650) 866-3100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 5, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 (“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 9

CUSIP No. 03674U 102
	1.	Names of Reporting Persons.
		VantagePoint Venture Partners IV (Q), L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		Delaware
			7.	Sole Voting Power
				5,220,032(*)
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				0
			9.	Sole Dispositive Power
				5,220,032(*)
			10.	Shared Dispositive Power
				0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		5,220,032(*)
	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)
		15.8%
	14.	Type of Reporting Person (See Instructions)
		PN

(*) Includes 5,072,171 shares of Common Stock and 147,861 shares of Common Stock subject to currently exercisable warrants.

Page 2 of 9

CUSIP No. 03674U 102
	1.	Names of Reporting Persons.
		VantagePoint Venture Partners IV, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		Delaware
			7.	Sole Voting Power
				522,574(*)
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				0
			9.	Sole Dispositive Power
				522,574(*)
			10.	Shared Dispositive Power
				0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		522,574(*)
	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)
		1.6%
	14.	Type of Reporting Person (See Instructions)
		PN

(*) Includes 507,773 shares of the Common Stock and 14,801 shares of Common Stock subject to currently exercisable warrants.

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CUSIP No. 03674U 102
	1.	Names of Reporting Persons.
		VantagePoint Venture Partners IV Principals Fund, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		Delaware
			7.	Sole Voting Power
				19,008 (*)
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				0
			9.	Sole Dispositive Power
				19,008 (*)
			10.	Shared Dispositive Power
				0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		19,008 (*)
	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)
		0.1%
	14.	Type of Reporting Person (See Instructions)
		PN

(*) Includes 18,470 shares of Common Stock and 538 shares of Common Stock subject to currently exercisable warrants.

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CUSIP No. 03674U 102
	1.	Names of Reporting Persons.
		VantagePoint Venture Associates IV, L.L.C.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		Delaware
			7.	Sole Voting Power
				5,794,058 (*)
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				0
			9.	Sole Dispositive Power
				5,794,058 (*)
			10.	Shared Dispositive Power
				0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		5,794,058 (*)
	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)
		17.5%
	14.	Type of Reporting Person (See Instructions)
		OO

(*) Includes 5,598,414 shares of Common Stock and 195,644 shares of Common Stock subject to currently exercisable warrants and stock options that are exercisable within 60 days of the filing date of this Amendment No. 2.

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CUSIP No. 03674U 102
	1.	Names of Reporting Persons.
		Alan E. Salzman
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		Canada
			7.	Sole Voting Power
				5,794,058 (*)
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				0
			9.	Sole Dispositive Power
				5,794,058 (*)
			10.	Shared Dispositive Power
				0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		5,794,058 (*)
	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)
		17.5%
	14.	Type of Reporting Person (See Instructions)
		IN

Page 6 of 9

Item 1. Security and Issuer

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D originally filed on March 12, 2010 (the “Original Schedule 13D” and as amended and supplemented by Amendment No. 1 to Schedule 13D filed on October 12, 2010 and this Amendment No. 2, the “Schedule 13D”), on behalf of VantagePoint Venture Partners IV (Q), L.P., a Delaware limited partnership (“VPVP IV (Q)”), VantagePoint Venture Partners IV, L.P., a Delaware limited partnership (“VPVP IV”), VantagePoint Venture Partners IV Principals Fund, L.P., a Delaware limited partnership (“VPVP IV Principals,” and together with VPVP IV (Q) and VPVP IV, the “VantagePoint Funds”), VantagePoint Venture Associates IV, L.L.C., a Delaware limited liability company (“VP IV Venture Associates” ), and Alan E. Salzman (Mr. Salzman, together with the VantagePoint Funds and VP IV Venture Associates, the “Reporting Persons”), relating to the common stock, par value $0.001 per share (the “Common Stock”), of Anthera Pharmaceuticals, Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”), with its principal executive offices located at 25801 Industrial Boulevard, Suite B, Hayward, California 94545. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 5. Interest in Securities of the Issuer.

Clauses (a)-(c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a)-(b) VPVP IV (Q) may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Rule 13d-3”), to have sole power to direct the voting and disposition of 5,220,032 shares of Common Stock, representing approximately 15.8%1 of the outstanding shares of Common Stock.

VPVP IV may be deemed, for purposes of Rule 13d-3, to have sole power to direct the voting and disposition of 522,574 shares of Common Stock, representing approximately 1.6%2 of the outstanding shares of Common Stock.

VPVP IV Principals may be deemed, for purposes of Rule 13d-3, to have sole power to direct the voting and disposition of 19,008 shares of Common Stock, representing approximately 0.1%3 of the outstanding shares of Common Stock.

VP IV Venture Associates, as the general partner of each of VPVP IV (Q), VPVP IV and VPVP IV Principals, may be deemed to have sole power to direct the voting and disposition of the 5,794,058 shares of Common Stock beneficially owned by VPVP IV (Q), VPVP and VPVP IV Principals or issuable upon the exercise of stock options granted to Ms. Annette Bianchi, over which VP IV Venture Associates has sole voting and investment power, in the aggregate, representing approximately 17.5%4 of the outstanding shares of Common Stock.

Mr. Alan Salzman (i), as a managing member of VP IV Venture Associates, may be deemed to have sole power to direct the voting and disposition of the 5,794,058 shares of Common Stock beneficially owned by VP IV Venture Associates or issuable upon the exercise of stock options granted to Ms. Annette Bianchi, over which VP IV Venture Associates has sole voting and investment power, in the aggregate, representing approximately 17.5%5 of the outstanding shares of Common Stock.

Each of the Reporting Persons expressly disclaims beneficial ownership of the shares of capital stock of the Issuer owned by all other Reporting Persons.

___________________________

1 Based upon 32,906,412 shares of Common Stock outstanding as of February 28, 2010 as reported by the Issuer on its Form 10-K for the fiscal year ended December 31, 2010, plus 147,861 shares of Common Stock subject to currently exercisable warrants.

2 Based upon 32,906,412 shares of Common Stock outstanding as of February 28, 2010 as reported by the Issuer on its Form 10-K for the fiscal year ended December 31, 2010, plus 14,801 shares of Common Stock subject to currently exercisable warrants.

3 Based upon 32,906,412 shares of Common Stock outstanding as of February 28, 2010 as reported by the Issuer on its Form 10-K for the fiscal year ended December 31, 2010, plus 538 shares of Common Stock subject to currently exercisable warrants.

4 Based upon 32,906,412 shares of Common Stock outstanding as of February 28, 2010 as reported by the Issuer on its Form 10-K for the fiscal year ended December 31, 2010, plus 195,644 shares of Common Stock subject to currently exercisable warrants and stock options that are exercisable within 60 days of the filing date of this Amendment No. 2.

Page 7 of 9

(c) Each of the Reporting Persons has not engaged in any transaction in shares of Common Stock during the past 60 days except for the following sales of shares of Common Stock:

Date	Reporting Person Effecting the Sale of Shares of Common Stock	Number of Shares of Common Stock Sold by Reporting Person	Sale Price Per Share of Common Stock	Transaction
May 3, 2011	VPVP IV (Q)	90,600	$ 7.00	NASDAQ
May 3, 2011	VPVP IV	9,070	$ 7.00	NASDAQ
May 3, 2011	VPVP IV Principals	330	$ 7.00	NASDAQ
May 4, 2011	VPVP IV (Q)	181,200	$ 7.00	NASDAQ
May 4, 2011	VPVP IV	18,140	$ 7.00	NASDAQ
May 4, 2011	VPVP IV Principals	660	$ 7.00	NASDAQ
May 5, 2011	VPVP IV (Q)	351,257	$ 7.01(*)	NASDAQ
May 5, 2011	VPVP IV	35,164	$ 7.01(*)	NASDAQ
May 5, 2011	VPVP IV Principals	1,279	$ 7.01(*)	NASDAQ

(*) The transaction was executed in multiple trades at prices ranging from $7.00 to $7.02. The price stated above reflects the weighted average sale price (rounded to the nearest $.01). The Reporting Persons undertake to provide upon request by the SEC staff full information regarding the number of shares of Common Stock sold at each separate price.

Page 8 of 9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: May 10, 2011

VantagePoint Venture Partners IV (Q), L.P.	VantagePoint Venture Partners IV, L.P.
By: VantagePoint Venture Associates IV, L.L.C.,	By: VantagePoint Venture Associates IV, L.L.C.,
Its General Partner	Its General Partner
By: /s/ Alan E. Salzman	By: /s/ Alan E. Salzman
Name: Alan E. Salzman	Name: Alan E. Salzman
Title: Managing Member	Title: Managing Member

VantagePoint Venture Partners IV Principals Fund, L.P.	VantagePoint Venture Associates IV, L.L.C.
By: VantagePoint Venture Associates IV, L.L.C.,	By: /s/ Alan E. Salzman
Its General Partner	Name: Alan E. Salzman
By: /s/ Alan E. Salzman	Title: Managing Member
Name: Alan E. Salzman
Title: Managing Member

/s/ Alan E. Salzman

Alan E. Salzman

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