-----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, G4KlSe6kYnvVeYDQtplYMh5Jnq/0IVgaoK88uhZseTgqALX8CgvW6hmyyc/9WyGa 040WoF+aCFr83qVJ5IiUhQ== 0000950142-07-002348.txt : 20071004 0000950142-07-002348.hdr.sgml : 20071004 20071004180447 ACCESSION NUMBER: 0000950142-07-002348 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071004 FILED AS OF DATE: 20071004 DATE AS OF CHANGE: 20071004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soros Robert CENTRAL INDEX KEY: 0001387524 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33719 FILM NUMBER: 071157571 BUSINESS ADDRESS: BUSINESS PHONE: (212) 320-5432 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS JONATHAN T ALLAN CENTRAL INDEX KEY: 0001387590 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33719 FILM NUMBER: 071157570 BUSINESS ADDRESS: BUSINESS PHONE: (212) 320-5252 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAP Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001401923 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 200507047 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 2400 BAYSHORE PARKWAY, SUITE 200 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-386-3100 MAIL ADDRESS: STREET 1: 2400 BAYSHORE PARKWAY, SUITE 200 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERSEUS SOROS BIOPHARMACEUTICAL FUND LP CENTRAL INDEX KEY: 0001111408 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33719 FILM NUMBER: 071157577 BUSINESS ADDRESS: STREET 1: ARMY & NAVY CLUB BLDG STREET 2: 1627 I ST NW STE 610 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: (212) 651-6389 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERSEUS SOROS PARTNERS LLC CENTRAL INDEX KEY: 0001250191 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33719 FILM NUMBER: 071157576 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 651-6389 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SFM PARTICIPATION LP CENTRAL INDEX KEY: 0001253598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33719 FILM NUMBER: 071157575 BUSINESS ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 651-6389 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33719 FILM NUMBER: 071157572 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 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33719 FILM NUMBER: 071157573 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 872-1054 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SFM AH LLC CENTRAL INDEX KEY: 0001237655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33719 FILM NUMBER: 071157574 BUSINESS ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212 262 6300 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 3 1 form3-psbpf100407a_mapex.xml X0202 3 2007-10-04 0 0001401923 MAP Pharmaceuticals, Inc. MAPP 0001111408 PERSEUS SOROS BIOPHARMACEUTICAL FUND LP 888 SEVENTH AVE 30TH FL NEW YORK NY 10106 0 0 1 0 0001250191 PERSEUS SOROS PARTNERS LLC 888 SEVENTH AVE 30TH FL NEW YORK NY 10106 0 0 1 0 0001253598 SFM PARTICIPATION LP C/O SOROS FUND MANAGEMENT LLC 888 SEVENTH AVE 31ST FLOOR NEW YORK NY 10106 0 0 1 0 0001237655 SFM AH LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001029160 SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0000900203 SOROS GEORGE 888 SEVENTH AVE 33RD FLR NEW YORK NY 10106 0 0 1 0 0001387524 Soros Robert C/O SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 0001387590 SOROS JONATHAN T ALLAN C/O SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE NEW YORK NY 10106 0 0 1 0 Series A Convertible Preferred Stock Common Stock 610168 D Series B Convertible Preferred Stock Common Stock 1403766 D Series C Convertible Preferred Stock Common Stock 828147 D Series D Convertible Preferred Stock Common Stock 784683 D All of the securities reported herein (the "Shares") 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"), is the general partner of Perseus-Soros. SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), is one of two managing members of Perseus-Soros Partners (see footnote 3). SFM AH, LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation. The sole managing member of SFM AH is Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"). Mr. George Soros ("Mr. Soros") serves as Chairman of SFM LLC, Mr. Robert Soros ("Robert Soros") serves as Deputy Chairman of SFM LLC and Mr. Jonathan Soros ("Jonathan Soros") serves as President and Deputy Chairman of SFM LLC. Each of George Soros, Robert Soros and Jonathan Soros may be deemed to have voting power and/or dispositive power over the Shares held for the account of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners") is one of two managing members of Perseus-Soros Partners. Perseuspur, L.L.C., a Delaware limited liability company ("Perseuspur"), is the managing member of Perseus Partners. Mr. Frank Pearl ("Mr. Pearl") individually owns 72.7% of Perseuspur. He also is the sole director and sole shareholder of Rappahannock Investment Company, a Delaware corporation, which in turn owns the remaining 27.3% of Perseuspur. Mr. Pearl in such capacity may be deemed a beneficial owner of the Shares held for the account of Perseus-Soros. All of the outstanding shares of the Issuer's Series A Convertible Preferred Stock will automatically convert into common stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-1.77 reverse stock split, which was effected on October 4, 2007. All of the outstanding shares of the Issuer's Series B Convertible Preferred Stock will automatically convert into common stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-1.77 reverse stock split, which was effected on October 4, 2007. All of the outstanding shares of the Issuer's Series C Convertible Preferred Stock will automatically convert into common stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-1.77 reverse stock split, which was effected on October 4, 2007. All of the outstanding shares of the Issuer's Series D Convertible Preferred Stock will automatically convert into common stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-1.77 reverse stock split, which was effected on October 4, 2007. (8) Mr. Schoenfarber is signing in his capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P., as Managing Member of Perseus-Soros Partners, LLC, as General Partner of Perseus-Soros BioPharmaceutical Fund, LP. (9) Mr. Schoenfarber is signing in his capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P., as Managing Member of Perseus-Soros Partners, LLC. (10) Mr. Schoenfarber is signing in his capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P. (11) Mr. Schoenfarber is signing in his capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC. (12) Mr. Schoenfarber is signing in his capacity as Ass't General Counsel of Soros Fund Management LLC.. (13) Mr. Schoenfarber is signing in his capacity as Attorney-in-Fact for Mr. Soros. (14) Mr. Schoenfarber is signing in his capacity as Attorney-in-Fact for Robert Soros. (15) Mr. Schoenfarber is signing in his capacity as Attorney-in-Fact for Jonathan Soros. This Form 3 is being filed in two parts due to the large number of reporting persons. This filing is filed by the Reporting Persons listed in Footnotes 1 and 2 above. An accompanying filing is filed, on the date hereof, by the Reporting Persons listed in Footnote 3 above. Both filings relate to the same series of transactions described above. Exhibits 24.1 - Power of Attorney for Mr. Soros 24.2 - Power of Attorney for Jonathan Soros 24.3 - Power of Attorney for Robert Soros 99.1 /s/ Jay Schoenfarber, Assistant General Counsel (8) 2007-10-04 /s/ Jay Schoenfarber, Assistant General Counsel (9) 2007-10-04 /s/ Jay Schoenfarber, Assistant General Counsel (10) 2007-10-04 /s/ Jay Schoenfarber, Assistant General Counsel (11) 2007-10-04 /s/ Jay Schoenfarber, Assistant General Counsel (12) 2007-10-04 /s/ Jay Schoenfarber, Attorney-in-Fact (13) 2007-10-04 /s/ Jay Schoenfarber, Attorney-in-Fact (14) 2007-10-04 /s/ Jay Schoenfarber, Attorney-in-Fact (15) 2007-10-04 EX-24 2 ex24-1form3psbpf100407a_map.htm EXHIBIT 24.1

EXHIBIT 24.1

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and ROBERT SOROS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

Execution of this power of attorney revokes that certain Power of Attorney dated as of the 11th March 2005 with respect to the same matters addressed above.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 16th day of June 2005.

 

GEORGE SOROS

 

 

/s/ Daniel Eule

Daniel Eule

Attorney-in-Fact for George Soros

 

 

 

 

 

 EX-24 3 ex24-2form3psbpf100407a_map.htm EXHIBIT 24.2

Exhibit 24.2

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENT, that I, JONATHAN SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President and Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day of October 2007.

JONATHAN SOROS

 

/s/ Jonathan Soros                                                   

 

 

 

 

 EX-24 4 ex24-3form3psbpf100407a_map.htm EXHIBIT 24.3

Exhibit 24.3

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day of October, 2007.

ROBERT SOROS

 

/s/ Robert Soros____                                               

 

 

 

 

 

 EX-99 5 ex99-1form3psbpf100407_map.htm EXHIBIT 99.1

Exhibit 99.1

 

Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseus-Soros Partners, SFM Participation, SFM AH, Mr. Soros, Robert Soros, Jonathan Soros, SFM LLC, Perseus Partners, Perseuspur or Mr. Pearl may be deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros 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 filing shall not be deemed an admission that Perseus-Soros Partners, SFM Participation, SFM AH, Mr. Soros, Robert Soros, Jonathan Soros, SFM LLC, Perseus Partners, Perseuspur or Mr. Pearl is for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros in excess of such amount.

 

 

 

 

 

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