-----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, WGryTBw9wKT7hOIYgzePrvPVfP/VeeLiuUYcLWcHUn4MqXTLszC8UEoPwv6QIEiZ l9KuhKNRcnegw/bUxekm/g== 0001181431-06-025942.txt : 20060428 0001181431-06-025942.hdr.sgml : 20060428 20060428131904 ACCESSION NUMBER: 0001181431-06-025942 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060426 FILED AS OF DATE: 20060428 DATE AS OF CHANGE: 20060428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEORX CORP CENTRAL INDEX KEY: 0000755806 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 911261311 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 ELLIOTT AVENUE WEST STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98119-4114 BUSINESS PHONE: 2062817001 MAIL ADDRESS: STREET 1: 300 ELLIOTT AVENUE WEST STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98119-4114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRAVES FRED B CENTRAL INDEX KEY: 0001014095 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16614 FILM NUMBER: 06788518 BUSINESS ADDRESS: STREET 1: 410 WEST HARRISON ST CITY: SEATTLE STATE: WA ZIP: 98119-4007 BUSINESS PHONE: 2062817001 MAIL ADDRESS: STREET 1: 750 BATTERY ST STREET 2: STE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 4 1 rrd115240.xml COMMON STOCK FINANCING AND PIPE CONVERSION X0202 4 2006-04-26 0 0000755806 NEORX CORP NERX 0001014095 CRAVES FRED B BAY CITY CAPITAL, LLC 750 BATTERY STREET SAN FRANCISCO CA 94111 1 0 0 0 Common Stock 2006-04-26 4 C 0 102610 0.70 A 102610 I See footnote Common Stock 2006-04-26 4 P 0 1792054 0.70 A 1894664 I See footnote Convertible Promissory Note 0.70 2006-04-26 4 C 0 71827.51 0 D 2006-02-01 2006-05-31 Common Stock 102610 0 I See footnote Common Stock Warrants (right to buy) 0.77 2006-04-26 4 P 0 517465 0 A 2006-04-26 2011-04-26 Common Stock 517465 517465 I See footnote Represents the direct and indirect interest of Dr. Craves in 1,137,149 shares of Common Stock purchased by Bay City Capital Fund IV, L.P. ("Fund IV") and 24,511 shares of Common Stock purchased by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment Fund IV"), in each case upon the automatic conversion of convertible promissory notes of the Company purchased pursuant to a Note and Warrant Purchase Agreement, dated February 1, 2006, by and among the Company, Fund IV, Co-Investment Fund IV and other investors. Dr. Craves is a limited partner in Fund IV and a member of Bay City Capital Management IV, LLC ("Management IV"), the general partner of Fund IV and Co-Investment Fund IV. Dr. Craves is also a member and manager of Bay City Capital LLC, a member and the manager of Management IV. Dr. Craves disclaims any beneficial ownership in any of such shares. The convertible promissory notes were not previously reported on Form 4 because the conversion of the notes was contingent upon the approval of the transaction by the Company's shareholders and the conversion price was not fixed until such approval was obtained. Represents the direct and indirect interest of Dr. Craves in 19,859,838 shares of Common Stock purchased by Bay City Capital Fund IV, L.P. ("Fund IV") and 428,075 shares of Common Stock purchased by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment Fund IV") pursuant to a Securities Purchase Agreement, dated February 1, 2006, by and among the Company, Fund IV, Co-Investment Fund IV and other investors. Dr. Craves is a limited partner in Fund IV and a member of Bay City Capital Management IV, LLC ("Management IV"), the general partner of Fund IV and Co-Investment Fund IV. Dr. Craves is also a member and manager of Bay City Capital LLC, a member and the manager of Management IV. Dr. Craves disclaims any beneficial ownership in any of such shares. Represents the direct and indirect interest of Dr. Craves in $796,004.26 (principal and interest) in convertible promissory notes purchased by Bay City Capital Fund IV, L.P. ("Fund IV") and $17,157.72 (principal and interest) in convertible promissory notes purchased by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment Fund IV"), pursuant to a Note and Warrant Purchase Agreement, dated February 1, 2006, by and among the Company, Fund IV, Co-Investment Fund IV and other investors. Dr. Craves is a limited partner in Fund IV and a member of Bay City Capital Management IV, LLC ("Management IV"), the general partner of Fund IV and Co-Investment Fund IV. Dr. Craves is also a member and manager of Bay City Capital LLC, a member and the manager of Management IV. Dr. Craves disclaims any beneficial ownership in any of such shares. Represents the direct and indirect interest of Dr. Craves in 5,734,633 shares of Common Stock issuable upon the exercise of warrants purchased by Bay City Capital Fund IV, L.P. ("Fund IV") and 123,608 shares of Common Stock issuable upon the exercise of warrants purchased by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment Fund IV"), in each case pursuant to a Securities Purchase Agreement, dated February 1, 2006, by and among the Company, Fund IV, Co-Investment Fund IV and other investors. Dr. Craves is a limited partner in Fund IV and a member of Bay City Capital Management IV, LLC ("Management IV"), the general partner of Fund IV and Co-Investment Fund IV. Dr. Craves is also a member and manager of Bay City Capital LLC, a member and the manager of Management IV. Dr. Craves disclaims any beneficial ownership in any of such shares. /s/ Fred B. Craves 2006-04-27 -----END PRIVACY-ENHANCED MESSAGE-----