0000921895-14-002677.txt : 20141217
0000921895-14-002677.hdr.sgml : 20141217
20141217180713
ACCESSION NUMBER: 0000921895-14-002677
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141212
FILED AS OF DATE: 20141217
DATE AS OF CHANGE: 20141217
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Oncothyreon Inc.
CENTRAL INDEX KEY: 0001412067
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
IRS NUMBER: 260868560
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2601 FOURTH AVENUE
STREET 2: SUITE 500
CITY: SEATTLE
STATE: WA
ZIP: 98121
BUSINESS PHONE: (206) 801-2100
MAIL ADDRESS:
STREET 1: 2601 FOURTH AVENUE
STREET 2: SUITE 500
CITY: SEATTLE
STATE: WA
ZIP: 98121
FORMER COMPANY:
FORMER CONFORMED NAME: Biomira CORP
DATE OF NAME CHANGE: 20070911
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAMPERT MARK N
CENTRAL INDEX KEY: 0001233840
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33882
FILM NUMBER: 141293615
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF INC/IL
CENTRAL INDEX KEY: 0001056807
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33882
FILM NUMBER: 141293616
BUSINESS ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND II LP
CENTRAL INDEX KEY: 0001102444
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33882
FILM NUMBER: 141293617
BUSINESS ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P
CENTRAL INDEX KEY: 0000918923
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33882
FILM NUMBER: 141293618
BUSINESS ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF PARTNERS L P/IL
CENTRAL INDEX KEY: 0001055947
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33882
FILM NUMBER: 141293619
BUSINESS ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
3
1
form307422021_12172014.xml
OWNERSHIP DOCUMENT
X0206
3
2014-12-12
0
0001412067
Oncothyreon Inc.
ONTY
0001055947
BVF PARTNERS L P/IL
ONE SANSOME STREET
30TH FLOOR
SAN FRANCISCO
CA
94104
0
0
1
0
0000918923
BIOTECHNOLOGY VALUE FUND L P
ONE SANSOME STREET
30TH FLOOR
SAN FRANCISCO
CA
94104
0
0
0
1
See Explanation of Responses
0001102444
BIOTECHNOLOGY VALUE FUND II LP
ONE SANSOME STREET
30TH FLOOR
SAN FRANCISCO
CA
94104
0
0
0
1
See Explanation of Responses
0001056807
BVF INC/IL
ONE SANSOME STREET
30TH FLOOR
SAN FRANCISCO
CA
94104
0
0
1
0
0001233840
LAMPERT MARK N
ONE SANSOME STREET
30TH FLOOR
SAN FRANCISCO
CA
94104
0
0
1
0
Common Stock, $0.0001 par value
6118870
I
By Biotechnology Value Fund, L.P.
Common Stock, $0.0001 par value
3163662
I
By Biotechnology Value Fund II, L.P.
Warrants
5.00
2013-12-05
2018-12-05
Common Stock, $0.0001 par value
2288698
I
By Biotechnology Value Fund, L.P.
Warrants
5.00
2013-12-05
2018-12-05
Common Stock, $0.0001 par value
1223484
I
By Biotechnology Value Fund II, L.P.
Convertible Preferred Stock
Common Stock, $0.0001 par value
1157000
I
By Biotechnology Value Fund, L.P.
Convertible Preferred Stock
Common Stock, $0.0001 par value
598000
I
By Biotechnology Value Fund II, L.P.
This Form 3 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert. (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
The Warrants contain a "blocker" provision which restricts exercise of any portion of the Warrants to the extent that after giving effect to such exercise, the Reporting Persons would beneficially own in excess of 9.999% of the shares of Common Stock outstanding immediately after giving effect to such exercise, subject to increase or decrease to the ownership limitation as set forth in the Warrants, but in no event in excess of 19.999% of the shares of Common Stock outstanding.
The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date.
The Series A Preferred Stock is convertible into 1,000 shares of Common Stock at any time at the option of the holder, provided that the holder will be prohibited from converting Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of Common Stock then issued and oustanding.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2014-12-17
Biotechnology Value Fund, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2014-12-17
Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2014-12-17
BVF Inc., By: /s/ Mark N. Lampert, President
2014-12-17
/s/ Mark N. Lampert
2014-12-17