-----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, LrL0mxLmlyAWXF7s5n3VNYAbm9mHmKPkiSR9UYwBYywiBH6yE7Q0jUiHFzR94Jzc dzg/XjziUfP/GxZaNfFnIg== 0000935836-07-000309.txt : 20070907 0000935836-07-000309.hdr.sgml : 20070907 20070906174221 ACCESSION NUMBER: 0000935836-07-000309 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070907 DATE AS OF CHANGE: 20070906 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAVIENT PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000722104 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133033811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34455 FILM NUMBER: 071103494 BUSINESS ADDRESS: STREET 1: ONE TOWER CENTER CITY: EAST BRUNSWICK STATE: NJ ZIP: 08816 BUSINESS PHONE: 7324189300 MAIL ADDRESS: STREET 1: ONE TOWER CENTER CITY: EAST BRUNSWICK STATE: NJ ZIP: 08816 FORMER COMPANY: FORMER CONFORMED NAME: BIO TECHNOLOGY GENERAL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC ASSETS MANAGEMENT LLC CENTRAL INDEX KEY: 0001074264 IRS NUMBER: 943298989 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS #2530 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-601-2800 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS 2530 CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 19990326 SC 13G/A 1 savient.htm SAVIENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 5)

Savient Pharmaceuticals, Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

80517Q100

(CUSIP Number)

January 25, 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:

[X] Rule 13d-1(b)

[X] 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

William Leland Edwards

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 60,500

6. Shared Voting Power 10,083,608

7. Sole Dispositive Power 60,500

8. Shared Dispositive Power 10,083,608

9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,144,108

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 19.0%

12. Type of Reporting Person (See Instructions) IN, HC

 

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Palo Alto Investors

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 10,083,608

7. Sole Dispositive Power 0

8. Shared Dispositive Power 10,083,608

9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,083,608

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 18.9%

12. Type of Reporting Person (See Instructions) CO, HC

 

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Palo Alto Investors, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 10,083,608

7. Sole Dispositive Power 0

8. Shared Dispositive Power 10,083,608

9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,083,608

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 18.9%

12. Type of Reporting Person (See Instructions) OO, IA

 

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Palo Alto Healthcare Master Fund, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization Cayman Islands

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 3,291,622

7. Sole Dispositive Power 0

8. Shared Dispositive Power 3,291,622

9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,291,622

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 6.2%

12. Type of Reporting Person (See Instructions) PN

 

 

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Palo Alto Healthcare Fund, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

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 2,485,595

7. Sole Dispositive Power 0

8. Shared Dispositive Power 2,485,595

9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,485,595

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 4.7%

12. Type of Reporting Person (See Instructions) PN

 

 

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Palo Alto Small Cap Master Fund, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization Cayman Islands

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 3,911,600

7. Sole Dispositive Power 0

8. Shared Dispositive Power 3,911,600

9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,911,600

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 7.3%

12. Type of Reporting Person (See Instructions) PN

 

 

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Palo Alto Small Cap Fund, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

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 3,656,220

7. Sole Dispositive Power 0

8. Shared Dispositive Power 3,656,220

9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,656,220

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 6.9%

12. Type of Reporting Person (See Instructions) PN

 

 

Item 1.

(a) Name of Issuer

Savient Pharmaceuticals, Inc.

(b) Address of Issuer's Principal Executive Offices

One Tower Center, 14th Floor, East Brunswick, NJ 08816

Item 2.

(a) The names of the persons filing this statement are:

Palo Alto Investors, LLC ("PAI"); Palo Alto Investors; William Leland Edwards; Palo Alto Healthcare Fund, L.P. ("Healthcare"); Palo Alto Healthcare Master Fund, L.P. ("Healthcare Master"); Palo Alto Small Cap Fund, L.P. ("Small Cap"); and Palo Alto Small Cap Master Fund, L.P. ("Small Cap Master")

(collectively, the "Filers").

(b) The principal business address of the Filers except Healthcare Master and Small Cap Master is:

470 University Avenue, Palo Alto, CA 94301

The principal business address of Healthcare Master and Small Cap Master is:

c/o Citco Fund Services (Bermuda) Limited
Washington Mall West, 2nd Floor
7 Reid Street
Hamilton HM 11
Bermuda


(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d) This statement relates to shares of common stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 80517Q100

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is 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) [ x ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (as to PAI).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ x ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (as to Palo Alto Investors and Mr. Edwards).

(h) [ ] A savings association 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 section 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

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.

PAI is a registered investment adviser and is the general partner and investment adviser of Healthcare Master, Healthcare, Small Cap Master and Small Cap, and other investment limited partnerships and is the investment adviser to other investment funds. Palo Alto Investors is the manager of PAI. Mr. Edwards is the controlling shareholder of Palo Alto Investors and the President of PAI. PAI's clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No client, other than Healthcare Master, Healthcare, Small Cap Master and Small Cap, separately holds more than five percent of the outstanding Stock. Healthcare holds shares of the Stock indirectly as a limited partner of Healthcare Master. Small Cap holds shares of the Stock indirectly as a limited partner of Small Cap Master.

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.

The Filers are filing this Schedule 13G jointly, but not as a member of a group, and each of them expressly disclaims membership in a group. Each of PAI, Palo Alto Investors and Mr. Edwards disclaims beneficial ownership of the Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of Healthcare, Healthcare Master, Small Cap and Small Cap Master should not be construed as an admission that any of them is, and each of them disclaims that it is, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of any of the Stock covered by this Schedule 13G.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification.

Certification of Palo Alto Investors, PAI and Mr. Edwards:

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.

Certification of Healthcare, Healthcare Master, Small Cap and Small Cap Master:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

Exhibits:

Joint Filing Agreement, previously filed.

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.

Dated: September 6, 2007

PALO ALTO INVESTORS

 

By: /s/ William L. Edwards, President

PALO ALTO INVESTORS, LLC

 

By: /s/ William L. Edwards, President

 

 

/s/ William L. Edwards

 

PALO ALTO HEALTHCARE MASTER FUND, L.P.

By: Palo Alto Investors, LLC, General Partner

By: Palo Alto Investors, Manager

By: /s/ William L. Edwards, President

PALO ALTO HEALTHCARE FUND, L.P.

By: Palo Alto Investors, LLC, General Partner

By: Palo Alto Investors, Manager

By: /s/ William L. Edwards, President

PALO ALTO SMALL CAP MASTER FUND, L.P.

By: Palo Alto Investors, LLC, General Partner

By: Palo Alto Investors, Manager

By: /s/ William L. Edwards, President

PALO ALTO SMALL CAP FUND, L.P.

 

By: Palo Alto Investors, LLC, General Partner

By: Palo Alto Investors, Manager

By: /s/ William L. Edwards, President

4325\021\EROBERTS\1457355.1

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