0001144204-11-039183.txt : 20110705 0001144204-11-039183.hdr.sgml : 20110704 20110705183439 ACCESSION NUMBER: 0001144204-11-039183 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110630 FILED AS OF DATE: 20110705 DATE AS OF CHANGE: 20110705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AP PHARMA INC /DE/ CENTRAL INDEX KEY: 0000818033 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942875566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503662626 MAIL ADDRESS: STREET 1: 123 SAGINAW DRIVE STREET 2: 123 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED POLYMER SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33221 FILM NUMBER: 11951165 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33221 FILM NUMBER: 11951164 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Capital (GP), LLC CENTRAL INDEX KEY: 0001244390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33221 FILM NUMBER: 11951166 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS CAPITAL GP LLC DATE OF NAME CHANGE: 20030619 4 1 form442880_070511183414-.xml X0303 4 2011-06-30 0 0000818033 AP PHARMA INC /DE/ APPA 0001244390 Baker Bros. Capital (GP), LLC 667 MADISON AVENUE 21ST FLOOR NEW YORK NY US 10065 0 0 1 0 0001087939 BAKER JULIAN 667 MADISON AVENUE, 17TH FLOOR NEW YORK NY US 10021 0 0 1 0 0001087940 BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY US 10065 0 0 1 0 Common Stock 2011-06-30 4 J 0 1786 0 D 0 I Through Partnership Senior Secured Convertible Notes due 2021 0.04 2011-06-30 4 J 0 300 0 D Common Stock 7500 0 I Through Partnership Rights to Purchase Senior Secured Convertible Notes due 2021 1000 2011-06-30 4 J 0 600 0 D Senior Secured Convertible Notes due 2021 600 0 I Through Partnership In addition to Baker Bros. Capital (GP), LLC, this Form 4 is being filed jointly by Julian C. Baker and Felix J. Baker, each of whom has the same business address as Baker Bros. Capital (GP), LLC and may be deemed to have a pecuniary interest in securities owned by it. Because of certain relationships with other security holders of the Issuer, the Reporting Persons are filing solely for informational purposes as if they were a member of a group of such shareholders. (Continued in footnote 2) However, the Reporting Persons disclaim that they or any other person or persons, in fact constitutes a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that they are the beneficial owners of securities owned by any such persons and each of them disclaim beneficial ownership of securities reported herein except to the extent of their pecuniary interest, if any, therein. The date that is 10 years following the closing date of the purchase of the Senior Secured Convertible Notes due 2021. The securities of the Issuer are owned directly by Baker Bros. Investments II, L.P. a limited partnership the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are controlling members of Baker Bros. Capital (GP), LLC. The closing date of the purchase of the Senior Secured Convertible Notes due 2021. The date that is 2 years following the closing date of the purchase of the Senior Secured Convertible Notes due 2021. Baker Bros. Investments II, L.P. does not have the right to convert any portion of any Senior Secured Convertible Notes due 2021, to the extent that after giving effect to such conversion, Baker Bros. Investments II, L.P. (together with its affiliates) would beneficially own in excess of 9.99% (subject to change as described in the note) of the number of shares of common stock outstanding immediately after giving effect to such conversion. The exercise price to purchase Senior Secured Convertible Notes due 2021 represented by the Rights is $1,000 for each $1,000 principal amount of Senior Secured Convertible Notes due 2021 purchased upon exercise. The Senior Secured Convertible Notes due 2021 underlying the Rights are convertible, at a conversion price of $0.04 per share, into an aggregate of 15,000 shares of Common Stock of the Issuer. On June 30, 2011, Baker Bros. Investments II, L.P. transferred these shares to Baker Brothers Life Sciences, LP. The general partner of Baker Bros. Investments II, L.P. is Baker Bros Capital, L.P and its general partner is Baker Bros Capital, GP, LLC. The general partner of Baker Brothers Life Sciences, L.P. is Baker Brothers Life Sciences Capital, L.P. and its general partner is Baker Brothers Life Sciences Capital (GP), LLC. Julian and Felix Baker are the managing members of both Baker Bros. Capital (GP), LLC and Baker Brothers Life Sciences Capital (GP), LLC, and their respective pecuniary interests (if any) remain unchanged as a result of this transfer. /s/ Julian C. Baker, as Managing Member of Baker Bros. Capital (GP), LLC 2011-07-05 /s/ Julian C. Baker 2011-07-05 /s/ Felix J. Baker 2011-07-05