0000902664-13-002396.txt : 20130603
0000902664-13-002396.hdr.sgml : 20130603
20130603182120
ACCESSION NUMBER: 0000902664-13-002396
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130523
FILED AS OF DATE: 20130603
DATE AS OF CHANGE: 20130603
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: VIVUS INC
CENTRAL INDEX KEY: 0000881524
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 943136179
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1172 CASTRO ST
STREET 2: STE 200
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94040
BUSINESS PHONE: 6509345265
MAIL ADDRESS:
STREET 1: 1172 CASTRO STREET
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94040
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KEATING MELVIN L
CENTRAL INDEX KEY: 0001263463
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33389
FILM NUMBER: 13889153
MAIL ADDRESS:
STREET 1: 18 DRIFTWOOD DRIVE
CITY: LIVINGSTON
STATE: NJ
ZIP: 07039
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Norton David Y
CENTRAL INDEX KEY: 0001529193
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33389
FILM NUMBER: 13889154
MAIL ADDRESS:
STREET 1: 8 GREENHOLM STREET, APT C
CITY: PRINCETON
STATE: NJ
ZIP: 08540
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIRO JON C
CENTRAL INDEX KEY: 0001221219
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33389
FILM NUMBER: 13889155
MAIL ADDRESS:
STREET 1: 5858 WESTHEIMER
STREET 2: SUITE 200
CITY: HOUSTON
STATE: TX
ZIP: 77057
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ROSENMAN HERM
CENTRAL INDEX KEY: 0001230057
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33389
FILM NUMBER: 13889156
MAIL ADDRESS:
STREET 1: GEN-PROBE INCORPORATED
STREET 2: 10210 GENETIC CENTER DRIVE
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: First BioMed Management Associates LLC
CENTRAL INDEX KEY: 0001458280
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33389
FILM NUMBER: 13889157
BUSINESS ADDRESS:
STREET 1: 399 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212 756 3300
MAIL ADDRESS:
STREET 1: 399 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FIRST MANHATTAN CO
CENTRAL INDEX KEY: 0000728083
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33389
FILM NUMBER: 13889158
BUSINESS ADDRESS:
STREET 1: 437 MADISON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2127563300
MAIL ADDRESS:
STREET 1: 437 MADISON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10022
3
1
p13-1351form3.xml
VIVUS, INC.
X0206
3
2013-05-23
0
0000881524
VIVUS INC
VVUS
0000728083
FIRST MANHATTAN CO
399 PARK AVENUE
NEW YORK
NY
10022
0
0
1
1
SEE REMARKS
0001458280
First BioMed Management Associates LLC
399 PARK AVENUE
NEW YORK
NY
10022
0
0
1
1
SEE REMARKS
0001230057
ROSENMAN HERM
8420 SANTALUZ VILLAGE GREEN
E. #100
SAN DIEGO
CA
92121
0
0
1
1
SEE REMARKS
0001221219
BIRO JON C
5858 WESTHEIMER
SUITE 200
HOUSTON
TX
77057
0
0
1
1
SEE REMARKS
0001529193
Norton David Y
8 GREENHOLM STREET, APT C
PRINCETON
NJ
08540
0
0
1
1
SEE REMARKS
0001263463
KEATING MELVIN L
18 DRIFTWOOD DRIVE
LIVINGSTON
NJ
07039
0
0
1
1
SEE REMARKS
Common Stock, $0.001 par value ("Common Stock")
4393316
I
See footnotes
Common Stock
5000
D
Common Stock
2000
D
Common Stock
1500
D
Common Stock
100
D
Common Stock
900
D
The shares of Common Stock reported on this line may be deemed to be indirectly beneficially owned by First Manhattan Co., a New York limited partnership ("FMC"), certain of its partners and/or First BioMed Management Associates, LLC ("FBMA"), a Delaware limited liability company, as described herein and in footnote 2 below. The sole general partner of FMC is First Manhattan LLC ("FMLLC"), a New York limited liability company. The sole managing members of FBMA are FMC and Samuel F. Colin ("Dr. Colin").
The securities reported on this line include (i) a number of shares of Common Stock which represents a proportion of the aggregate number of shares of Common Stock directly held by First Health, L.P., First Health Limited and First Health Associates, L.P. (collectively, the "First Health Funds"), pooled investment vehicles to which FMC acts as the investment advisor, which proportion is attributable to the limited partnership interests of certain partners of FMC that are also limited partners of the First Health Funds; (ii) shares of Common Stock directly held by First BioMed, L.P. and First BioMed Portfolio, L.P., pooled investment vehicles to which FMBA acts as the investment advisor; and (iii) shares of Common Stock held in the accounts of partners, and the immediate family of partners, including shares of Common Stock held in Dr. Colin's personal account and shares of Common Stock held by trusts established for the benefit of Dr. Colin's family members.
(continued from footnote (2)) The shares of Common Stock reported on this line include only those shares in which FMC, certain of its partners and/or FMBA, as applicable, may be deemed to have a pecuniary interest (as such term is defined under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) and accordingly does include additional shares which FMC and/or FMBA, as applicable, may be deemed to beneficially own for purposes of Section 13(d) of the 1934 Act as reported in the Schedule 13D filed by the reporting persons (the "Schedule 13D").
The shares of Common Stock reported on this line are held directly by Herman Rosenman.
The shares of Common Stock reported on this line are held directly by Jon C. Biro.
The shares of Common Stock reported on this line are held directly by David York Norton.
The shares of Common Stock reported on this line are held directly by Rolf Bass.
The shares of Common Stock reported on this line are held directly by Melvin L. Keating.
For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein.
As described in Item 4 of Amendment No. 5 to the Schedule 13D, the reporting persons and Alexander J. Denner, Ph.D. ("Dr. Denner") and his affiliated funds and their investment manager (collectively with Dr. Denner, the "Denner Parties") may be deemed to be a "group" pursuant to Rule 13d-5(b)(1) promulgated under the1934 Act and as such may be deemed, collectively, to beneficially own more than 10% of the outstanding shares of Common Stock for purposes of Section 13(d) of the 1934 Act. The reporting persons each disclaim beneficial ownership of any shares of Common Stock beneficially owned by the Denner Parties.
s/ Neal K. Stearns, Managing Member of First Manhattan LLC, General Partner of First Manhattan Co.
2013-06-03
/s/ Neal K. Stearns, Managing Member of First Manhattan LLC, General Partner of First Manhattan Co., Co-Managing Member of First BioMed Management Associates, LLC
2013-06-03
/s/ Herman Rosenman
2013-06-03
/s/ Jon C. Biro
2013-06-03
/s/ David York Norton
2013-06-03
/s/ Rolf Bass
2013-06-03
/s/ Melvin L. Keating
2013-06-03