0000921895-13-000424.txt : 20130219 0000921895-13-000424.hdr.sgml : 20130219 20130215165810 ACCESSION NUMBER: 0000921895-13-000424 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130215 DATE AS OF CHANGE: 20130215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Biota Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0000072444 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 591212264 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31596 FILM NUMBER: 13620356 BUSINESS ADDRESS: STREET 1: 12270 WILKINS AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: 301-770-3099 MAIL ADDRESS: STREET 1: 12270 WILKINS AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 FORMER COMPANY: FORMER CONFORMED NAME: NABI BIOPHARMACEUTICALS DATE OF NAME CHANGE: 20100719 FORMER COMPANY: FORMER CONFORMED NAME: NABI BIOPHARMACEUTICALS DATE OF NAME CHANGE: 20020304 FORMER COMPANY: FORMER CONFORMED NAME: NABI /DE/ DATE OF NAME CHANGE: 19960405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xstelos Holdings, Inc. CENTRAL INDEX KEY: 0001540145 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE STREET 2: SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 201-934-2000 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE STREET 2: SUITE 2260 CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 sc13da109073bio_01112013.htm AMENDMENT NO. 1 sc13da109073bio_01112013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

Biota Biopharmaceuticals, Inc.
(Name of Issuer)

Common Stock, par value $0.10 per share
(Title of Class of Securities)

090694 10 0
(CUSIP Number)
 
Jonathan M. Couchman
Xstelos Holdings, Inc.
630 Fifth Avenue, Suite 2260
New York, New York 10020
(212) 729-4962
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 11, 2013
(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 ¨.

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.


_______________
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 (“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. 090694 10 0
 
1
NAME OF REPORTING PERSON
 
XSTELOS HOLDINGS, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
355,157
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
355,157
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
355,157
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 090694 10 0
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 1.
Security and Issuer.
 
Item 1 is hereby amended and restated to read as follows:
 
This statement relates to the Common stock, par value $0.10 per share (the “Shares”) of Biota Pharmaceuticals, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 12270 Wilkins Avenue, Rockville, MD 20852.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 355,157 Shares directly owned by Xstelos is approximately $1,531,403, including brokerage commissions.  Such securities were acquired with the working capital of Xstelos.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 28,352,329 Shares outstanding, which is the total number of Shares outstanding as of January 31, 2013 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2013.
 
As of the close of business on February 14, 2013, Xstelos owned directly 355,157 Shares, constituting approximately 1.3% of the Shares outstanding.
 
Item 5(c) is hereby amended to add the following:
 
(c)           On January 11, 2013, Xstelos sold 4,800 Shares at a price per Share of $4.25.  On January 18, 2013, Xstelos sold 1,100 Shares at a price per Share of $4.27.  Such sales were effected in the open market.
 
Item 5(e) is hereby amended and restated to read as follows:
 
(e)           Xstelos is no longer the beneficial owner of more than 5% of the Shares outstanding.
 
 
3
 
CUSIP NO. 090694 10 0
 
SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  February 15, 2013
XSTELOS HOLDINGS, INC.
   
 
By:
/s/ Jonathan M. Couchman
   
Jonathan M. Couchman
President, Chief Executive Officer and Chief Financial Officer
 
 
 
4