-----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, JRnWbKi2T7FmDhCOs5Bf9p8oAjO1hfmCx5nHvfCdVsnKeZ+FlO/2K3Nt3Bak/fd4 mpq2W4q0WHtEXOJnR9ugAQ== 0000950142-09-001106.txt : 20090812 0000950142-09-001106.hdr.sgml : 20090812 20090812171326 ACCESSION NUMBER: 0000950142-09-001106 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081001 FILED AS OF DATE: 20090812 DATE AS OF CHANGE: 20090812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TARANTO HARRI V CENTRAL INDEX KEY: 0001469948 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21990 FILM NUMBER: 091007642 MAIL ADDRESS: STREET 1: C/O SYMPHONY CAPITAL LLC STREET 2: 875 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OXIGENE INC CENTRAL INDEX KEY: 0000908259 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133679168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 701 GATEWAY BLVD. CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-635-7000 MAIL ADDRESS: STREET 1: 701 GATEWAY BLVD. CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SYMPHONY CAPITAL GP, L.P. CENTRAL INDEX KEY: 0001469943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21990 FILM NUMBER: 091007645 BUSINESS ADDRESS: STREET 1: C/O SYMPHONY CAPITAL LLC STREET 2: 875 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 632-5400 MAIL ADDRESS: STREET 1: C/O SYMPHONY CAPITAL LLC STREET 2: 875 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SYMPHONY GP, LLC CENTRAL INDEX KEY: 0001469944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21990 FILM NUMBER: 091007644 BUSINESS ADDRESS: STREET 1: C/O SYMPHONY CAPITAL LLC STREET 2: 875 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 632-5400 MAIL ADDRESS: STREET 1: C/O SYMPHONY CAPITAL LLC STREET 2: 875 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SYMPHONY ViDA HOLDINGS LLC CENTRAL INDEX KEY: 0001469945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21990 FILM NUMBER: 091007643 BUSINESS ADDRESS: STREET 1: C/O SYMPHONY CAPITAL LLC STREET 2: 875 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 632-5400 MAIL ADDRESS: STREET 1: C/O SYMPHONY CAPITAL LLC STREET 2: 875 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Symphony Capital Partners LP CENTRAL INDEX KEY: 0001296059 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21990 FILM NUMBER: 091007641 BUSINESS ADDRESS: STREET 1: C/O SYMPHONY CAPITAL LLC STREET 2: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-632-5400 MAIL ADDRESS: STREET 1: C/O SYMPHONY CAPITAL LLC STREET 2: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 3 1 form3_oxiex.xml FORM 3 X0203 3 2008-10-01 0 0000908259 OXIGENE INC OXGN 0001296059 Symphony Capital Partners LP C/O SYMPHONY CAPITAL PARTNERS, L.P. 875 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10022 1 0 1 1 See Footnote 2 and Remarks 0001469943 SYMPHONY CAPITAL GP, L.P. 875 THIRD AVENUE 18TH FLOOR NEW YORK NY 10022 1 0 1 1 See Footnote 2 and Remarks 0001469944 SYMPHONY GP, LLC 875 THIRD AVENUE 18TH FLOOR NEW YORK NY 10022 1 0 1 1 See Footnote 2 and Remarks 0001469945 SYMPHONY ViDA HOLDINGS LLC 875 THIRD AVENUE 18TH FLOOR NEW YORK NY 10022 1 0 1 1 See Footnote 2 and Remarks 0001469948 TARANTO HARRI V C/O SYMPHONY CAPITAL PARTNERS, L.P. 875 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10022 1 0 1 1 See Footnote 2 and Remarks Common Stock, par value $0.01 per share 5835241 I See Footnotes Common Stock Warrant (right to buy) 1.11 2018-10-17 Common Stock 11281877 I See Footnotes Includes 5,835,241 shares of common stock directly owned by Symphony ViDA Holdings LLC ("Holdings"). Symphony Capital Partners, L.P. ("SCP L.P.") is the manager of Holdings; Symphony GP, LLC ("SGP LLC") is the general partner of Symphony Capital GP, L.P. ("SC GP L.P."), which is the general partner of SCP L.P. (collectively, the "Symphony Entities"). Mark Kessel and Harri V. Taranto are managing members of SGP LLC. Mr. Kessel, Mr. Taranto and the Symphony Entities are referred to as the "Reporting Persons." Mr. Kessel is also a member of the board of directors of OXiGENE Inc. (the "Issuer"). As such, the Reporting Persons other than Mr. Kessel may be deemed to be a director of the Issuer by deputization. Includes one warrant directly owned by Holdings representing the right to purchase 11,281,877 shares of common stock. Pursuant to the Stock and Warrant Purchase Agreement (the "SWPA") between Holdings and the Issuer dated as of October 1, 2008, Holdings may not exercise the warrant (subject to limited exceptions) until the Issuer's stockholders have approved the issuance and sale of the common stock underlying the warrant. The Issuer has agreed to hold a meeting of its stockholders to obtain such approval prior to December 15, 2008. The reporting persons may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended. The reporting persons disclaim beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting persons. This report shall not be deemed an admission that any reporting person is a member of a group or the beneficial owner of any securities not directly owned by the reporting persons. /s/ Mark Kessel 2009-08-12 /s/ Mark Kessel 2009-08-12 /s/ Mark Kessel 2009-08-12 /s/ Mark Kessel 2009-08-12 /s/ Harri V. Taranto 2009-08-12 -----END PRIVACY-ENHANCED MESSAGE-----