SC 13D/A 1 a12-3917_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

 

Columbia Laboratories, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

197779101

(CUSIP Number)

 

David M. Knott

Chief Executive Officer

Dorsett Management Corporation

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

(516) 364-0303

 

With a copy to:

 

Howard A. Neuman, Esq.

Satterlee Stephens Burke & Burke LLP

230 Park Avenue

New York, NY 10169

(212) 818-9200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 27, 2012

(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 §13d-7 (b) 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).

 



 

CUSIP No.   197779101

13D

 

 

1

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

David M. Knott

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
shares of Common Stock
4,135,523

 

8

Shared Voting Power
shares of Common Stock

12,761

 

9

Sole Dispositive Power
shares of Common Stock

4,147,684

 

10

Shared Dispositive Power
shares of Common Stock

600

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
shares of Common Stock
4,148,284

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.6%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP No.   197779101

13D

 

 

1

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

Dorset Management Corporation

11-2873658

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
shares of Common Stock
4,044,713

 

8

Shared Voting Power
shares of Common Stock

12,161

 

9

Sole Dispositive Power
shares of Common Stock

4,056,874

 

10

Shared Dispositive Power
shares of Common Stock

0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
shares of Common Stock
4,056,874

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.5%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

3



 

SCHEDULE 13D

 

Capitalized terms used herein without definition have the meanings ascribed to them in the Schedule 13D filed on July 16, 1998 (the “Schedule 13D”).

 

 

Item 1.

Security and Issuer.

This statement is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to reflect the Reporting Persons’s sales, as set forth in Item 5 below, of shares of the Company’s Common Stock, resulting in a change of more than one percent (1%) of the outstanding Common Stock.  As a result of those sales, the beneficial ownership percentage of the Reporting Persons is below five percent (5%) of the outstanding Common Stock.

 

 

Item 2.

Identity and Background.

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

 

 

 

Item 4.

Purpose of Transaction.

 

 

 

 

Item 5.

Interest in Securities of the Issuer.

This Item is being amended solely as follows:

 

(a)-(b)     David M. Knott and Dorset Management Corporation (“DMC”):  See Rows 7 through 11 on pages 2-3.

 

The 4,056,874  shares of Common Stock reported as beneficially owned by DMC in Row 11 on page 3 are comprised of (i) 1,950,882 shares of Common Stock, (ii) 1,137,000 shares of Common Stock issuable upon the conversion the Preferred Shares and (iii) 968,992 shares of Common Stock issuable upon the exercise of unexpired Warrants. The 4,148,284 shares of Common Stock reported as beneficially owned by David M. Knott in Row 11 on page 2 are comprised of the same securities described above, plus 91,410 shares of Common Stock.

 

(c)           No transactions in the class of securities reported on were effected during the past sixty days, except for (i) the transactions previously reported on the Schedule 13D filed for the Reporting Persons on January 19, 2012; and (ii) the following sales:

 

 

 

1-26-12
($0.86)

 

1-27-12
($0.86)

 

Total Sales

 

Knott Partners

 

150,800

 

301,800

 

452,600

 

Shoshone Partners

 

38,300

 

76,700

 

115,000

 

Mulsanne Partners

 

6,300

 

12,500

 

18,800

 

Managed Accounts

 

4,600

 

9,000

 

13,600

 

Daily total

 

200,000

 

400,000

 

600,000

 

 

(e)           As of January 27, 2012, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding Common Stock.

 

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 

 

 

Item 7.

Material to be Filed as Exhibits.

 

 

 

4



 

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.

 

 

January 31, 2012

 

Date

 

 

 

/s/ David M. Knott

 

David M. Knott

 

 

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

 

By

/s/ David M. Knott

 

 

David M. Knott, President

 

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