-----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, TgkXy4GDptBVFrJFLx1Fh0E9BRj231gmKom/6smmcnt5Wv1hkfhCT08c3RmZqa6h gsi88Myum3hJ+/LPKKH5vQ== 0000950142-04-004311.txt : 20050119 0000950142-04-004311.hdr.sgml : 20050119 20041216085650 ACCESSION NUMBER: 0000950142-04-004311 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041213 FILED AS OF DATE: 20041215 DATE AS OF CHANGE: 20050119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIOENVISION INC CENTRAL INDEX KEY: 0001028205 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113375915 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-750-6700 MAIL ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: ASCOT GROUP INC DATE OF NAME CHANGE: 19961205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31787 FILM NUMBER: 041206424 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31787 FILM NUMBER: 041206423 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 4 1 form4-sfmllc121304_bioex.xml X0202 4 2004-12-13 0 0001028205 BIOENVISION INC BIVN 0001029160 SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 1 See Footnotes (1) and (4) 0000900203 SOROS GEORGE 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 1 See Footnotes (1) and (4) Common Stock, $0.001 par value ("Common Stock") 2004-12-13 4 C 0 1500000 A 1875044 I See Footnotes Common Stock 2004-12-13 4 J 0 1127449 D 747595 I See Footnotes Series A Convertible Participating Preferred Stock 2004-12-13 4 C 0 750000 D Common Stock 1500000 2250000 I See Footnotes All of the securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP ("Perseus-Soros"), Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"), the general partner of Perseus-Soros, and Quantum Industrial Partners LDC. Each of the reporting persons may be deemed to indirectly beneficially own the shares directly beneficially owned by such persons. On December 13, 2004, Perseus-Soros converted 750,000 shares of the Issuer's Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") into 1,500,000 shares of common stock at a ratio of 2.0 shares of Common Stock for each share of Series A Preferred Stock. On that same date, Perseus-Soros distributed 1,500,000 shares of the Issuer's Common Stock to its partners in a pro rata distribution, including 76,682 shares of Issuer's Common Stock to Perseus-Soros Partners LLC, the sole general partner of Perseus-Soros, and 295,869 shares distributed to Quantum Industrial Partners LDC. No consideration was paid in connection with this distribution. Shares of Series A Preferred Stock are convertible into shares of common stock from the date of issuance, May 8, 2002, and any time thereafter. The conversion price of Series A Preferred Stock is equal to $1.50 per share of Common Stock, subject to adjustment upon the occurrence of certain events set forth in the Certificate of Designations for the Series A Preferred Stock. The number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock will be such number equal to the quotient obtained from dividing the then applicable liquidation amount of the shares of Series A Preferred Stock by the then applicable conversion price as set forth in the Certificate of Designations for the Series A Preferred Stock. No consideration was paid by Perseus-Soros with respect to the conversion of the Series A Preferred Stock Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Soros Fund Management LLC and George Soros are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros, Perseus-Soros Partners or Quantum Industrial Partners LDC only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of Perseus-Soros. Pursuant to Rule 16a-1(a)(4) under the Act, this fiing shall not be deemed an admission that Soros Fund Management LLC or George Soros is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros, Perseus-Soros Partners or Quantum Industrial Partners LDC in excess of such amount. (5) Ms. Anzalotta is signing in her capacity as Assist General Counsel of Soros Fund Management LLC. (6) Ms. Anzalotta is signing in her capacity as Attorney-in-Fact for George Soros. /s/ Jodye M. Anzalotta, Soros Fund Management LLC (5) 2004-12-15 /s/ Jodye M. Anzalotta, Attorney-in-Fact for George Soros (6) 2004-12-15 -----END PRIVACY-ENHANCED MESSAGE-----