-----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, Hbr4gEhXfLMyERBe8PYjtGAUV4CfR2GTXJnPwabvQ2dLcJnmE+7vkRWkD1AoC2e/ 8LdE9aUp8C9AUYplFX/a/g== 0001144204-11-008559.txt : 20110214 0001144204-11-008559.hdr.sgml : 20110214 20110214190840 ACCESSION NUMBER: 0001144204-11-008559 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: DENIS M. O'DONNELL GROUP MEMBERS: SEASIDE 88 ADVISORS, LLC GROUP MEMBERS: WILLIAM J. RITGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADEONA PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0000894158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133808303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50777 FILM NUMBER: 11610312 BUSINESS ADDRESS: STREET 1: 3930 VARSITY DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 734-332-7800 MAIL ADDRESS: STREET 1: 3930 VARSITY DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 FORMER COMPANY: FORMER CONFORMED NAME: PIPEX PHARMACEUTICALS, INC. DATE OF NAME CHANGE: 20061214 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD PHARMACEUTICALS INC DATE OF NAME CHANGE: 19970730 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19940606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Seaside 88, LP CENTRAL INDEX KEY: 0001456844 IRS NUMBER: 262633116 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 750 OCEAN ROYALE WAY STREET 2: SUITE 805 CITY: JUNO BEACH STATE: HI ZIP: 33408 BUSINESS PHONE: 5618911903 MAIL ADDRESS: STREET 1: 750 OCEAN ROYALE WAY STREET 2: SUITE 805 CITY: JUNO BEACH STATE: HI ZIP: 33408 SC 13G/A 1 v211287_sc13ga.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Adeona Pharmaceuticals, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

00685T108
(CUSIP Number)

December 31, 2010
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
 
x Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 
* 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 the disclosures provided in a prior cover page.
 
The information required in 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.
00685T108

1
  
NAMES OF REPORTING PERSONS
 
 Seaside 88, LP
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)   o
 
(b)   o
3
  
SEC USE ONLY
   
   
4
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Florida
   
 
5
  
SOLE VOTING POWER
   
  0
NUMBER OF
    
SHARES
6
  
SHARED VOTING POWER
BENEFICIALLY
  
  0
OWNED BY
    
EACH
7
  
SOLE DISPOSITIVE POWER
REPORTING
  
  0
PERSON
    
WITH:
8
  
SHARED DISPOSITIVE POWER
   
 0
       
9
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
   
10
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 
o
11
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
   
12
  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 PN
   

 
2
 

CUSIP No.
00685T108
 
1
  
NAMES OF REPORTING PERSONS
 
 Seaside 88 Advisors, LLC
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)   o
 
(b)   o
3
  
SEC USE ONLY
   
   
4
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Florida
   
 
5
  
SOLE VOTING POWER
   
  0
NUMBER OF
    
SHARES
6
  
SHARED VOTING POWER
BENEFICIALLY
  
  0
OWNED BY
    
EACH
7
  
SOLE DISPOSITIVE POWER
REPORTING
  
  0
PERSON
    
WITH:
8
  
SHARED DISPOSITIVE POWER
   
 0
       
9
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
   
10
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 
o
11
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 0%
   
12
  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 PN
   
 
 
3
 
 
CUSIP No.
00685T108
 
1
  
NAMES OF REPORTING PERSONS
 
 William J. Ritger
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)   o
 
(b)   o
3
  
SEC USE ONLY
   
   
4
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Florida
   
 
5
  
SOLE VOTING POWER
   
  0
NUMBER OF
    
SHARES
6
  
SHARED VOTING POWER
BENEFICIALLY
  
  0
OWNED BY
    
EACH
7
  
SOLE DISPOSITIVE POWER
REPORTING
  
  0
PERSON
    
WITH:
8
  
SHARED DISPOSITIVE POWER
   
  0
       
9
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
   
10
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 
o
11
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 0%
   
12
  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 IN
   
 
 
4
 
 
CUSIP No.
00685T108
 
1
  
NAMES OF REPORTING PERSONS
 
 Denis M. O’Donnell
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)   o
 
(b)   o
3
  
SEC USE ONLY
   
   
4
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Massachusetts
   
 
5
  
SOLE VOTING POWER
   
  0
NUMBER OF
    
SHARES
6
  
SHARED VOTING POWER
BENEFICIALLY
  
  0
OWNED BY
    
EACH
7
  
SOLE DISPOSITIVE POWER
REPORTING
  
  0
PERSON
    
WITH:
8
  
SHARED DISPOSITIVE POWER
   
  0
       
9
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
   
10
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 
o
11
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 0%
   
12
  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 IN
   
 
 
5
 
 
SCHEDULE 13G

Item 1(a)
Name of Issuer.
 
Adeona Pharmaceuticals, Inc.
   
Item 1(b)
Address of Issuer’s Principal Executive Offices.
 
3930 Varsity Drive, Ann Arbor, Michigan 48108
   
Item 2(a)
Name of Person Filing.
 
Seaside 88, LP
 
Seaside 88 Advisors, LLC
 
William J. Ritger
 
Denis M. O’Donnell
   
Item 2(b)
Address of Principal Business Office.
 
The principal business address of the reporting persons is 750 Ocean Royale Way, Suite 805, North Palm Beach, FL 33408
   
Item 2(c)
Place of Organization.
 
Reference is made to Item 4 of pages 2-5 of this Schedule 13G, which Items are incorporated herein by reference
   
Item 2(d)       
Title of Class of Securities.
 
Common Stock, $0.001 par value per share
   
Item 2(e)
CUSIP Number.
 
00685T108
   
Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
       
 
(a)  
¨  
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
 
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
       
 
(e)
¨
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
¨
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
6
 

                            
(h)  
¨  
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4
Ownership.

Reference is hereby made to Items 5-9 and 11 of pages 2-5 of this Schedule 13G, which Items are incorporated by reference herein.

The securities to which this Schedule relates (the “Securities”) are owned by Seaside 88, LP, a Florida limited partnership (“Seaside”), for which Seaside 88 Advisors, LLC serves as general partner.  William J. Ritger and Denis M. O’Donnell, as managing members of the general partner of Seaside, may therefore be deemed to beneficially own the Securities owned by Seaside for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of Seaside 88 Advisors, LLC, Mr. Ritger or Dr. O’Donnell is, for any other purpose, the beneficial owner of any of the Securities, and each of Seaside 88 Advisors, LLC, Mr. Ritger and Dr. O’Donnell disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

Under the definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also possible that the members of Seaside might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities.  Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.

Seaside did not own any shares on December 31, 2010.

The calculation of percentage of beneficial ownership in Item 11 of pages 2-5 was derived from the Issuer’s Prospectus Supplement on Form 424B5 filed with the Securities and Exchange Commission on February 2, 2011, in which the Issuer stated that the number of shares of its common stock outstanding as of February 2, 2011 was 26,276,585 shares.

Item 5
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  x

 
7
 

Item 6
Ownership of More Than Five Percent on Behalf of Another Person.
 
Not applicable.

Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
 
Not applicable.

Item 8
Identification and Classification of Members of the Group.
 
Not applicable.

Item 9
Notice of Dissolution of Group.
 
Not applicable.

Item 10
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
8
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  February 14, 2011
 SEASIDE 88, LP
     
 
By:
SEASIDE 88 ADVISORS, LLC
     
   
By: 
/s/ William J. Ritger
     
William J. Ritger, Manager
     
  SEASIDE 88 ADVISORS, LLC
     
   
By:
/s/ William J. Ritger
     
William J. Ritger, Manager
   
 
WILLIAM J. RITGER
   
 
    
/s/ William J. Ritger
 
William J. Ritger
   
 
DENIS M. O’DONNELL
   
 
   
/s/ Denis M. O’Donnell
 
Denis M. O’Donnell

EXHIBIT INDEX

Exhibit A
Joint Filing Undertaking
Page 10

 
9
 

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated: February 14, 2011
  
SEASIDE 88, LP
     
 
By:
SEASIDE 88 ADVISORS, LLC
     
   
By: 
/s/ William J. Ritger
     
William J. Ritger, Manager
     
  SEASIDE 88 ADVISORS, LLC
     
   
By: 
/s/ William J. Ritger
     
William J. Ritger, Manager
   
 
WILLIAM J. RITGER
   
 
   
/s/ William J. Ritger
 
William J. Ritger
   
 
DENIS M. O’DONNELL
   
 
   
/s/ Denis M. O’Donnell
 
Denis M. O’Donnell

 
10
 
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