0000921895-15-000229.txt : 20150209 0000921895-15-000229.hdr.sgml : 20150209 20150209184709 ACCESSION NUMBER: 0000921895-15-000229 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150205 FILED AS OF DATE: 20150209 DATE AS OF CHANGE: 20150209 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33882 FILM NUMBER: 15589920 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33882 FILM NUMBER: 15589921 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33882 FILM NUMBER: 15589922 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33882 FILM NUMBER: 15589923 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33882 FILM NUMBER: 15589924 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 4 1 form407422021_02092015.xml OWNERSHIP DOCUMENT X0306 4 2015-02-05 1 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 2015-02-05 4 J 0 2600000 D 3762683 I By Biotechnology Value Fund, L.P. Common Stock, $0.0001 par value 2015-02-05 4 J 0 1400000 D 1898293 I By Biotechnology Value Fund II, L.P. Preferred Stock, $0.0001 per share 1.50 2015-02-05 4 J 0 2600 A 2015-02-05 Common Stock, $0.0001 par value 2600000 2600 I By Biotechnology Value Fund, L.P. Preferred Stock, $0.0001 per share 1.50 2015-02-05 4 J 0 1400 A 2015-02-05 Common Stock, $0.0001 par value 1400000 1400 I By Biotechnology Value Fund II, L.P. This Form 4 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 less than 10% of the Issuer's outstanding shares of Common Stock and is no longer subject to Section 16 following the reporting of the transactions herein. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Represents 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. Represents 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. This Form 4 is filed in connection with the exchange by the Reporting Persons of a total of 4,000,000 shares of Common Stock for a total of 4,000 shares of Series B Convertible Preferred Stock (the "Preferred Stock"). Pursuant to the terms of the Preferred Stock, the Reporting Persons have the right to convert the Preferred Stock into 4,000,000 shares of Common Stock at a conversion price of $1.50 per share of underlying Common Stock, subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting the Issuer's Common Stock (as adjusted, the "Conversion Price"); (continued from the previous footnote 4) provided, however, that the Preferred Stock cannot be converted by the exchanging stockholders if, after giving effect thereto, the exchanging stockholders would beneficially own more than 4.99% of the issued and outstanding Common Stock, calculated as provided in the Certificate of Designation establishing the Preferred Stock. However, the Reporting Persons may amend the limitation to no more than 19.99% by providing notice to the Issuer (the "Beneficial Ownership Conversion Limit"). Represents shares of Preferred Stock (defined above), with a stated value of $1,500 per share (the "Stated Value"). Shares of Preferred Stock are convertible into Common Stock at a ratio determined by dividing the Stated Value by the Conversion Price. The Preferred Stock has no expiration date. The holders of the Preferred Stock will not have the right to vote on any matter except to the extent required by Delaware law. BVF Partners L.P., By: BVF Inc., its GP, By: /s/ Mark N. Lampert, President 2015-02-09 BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners L.P., its GP, By: BVF Inc., By: /s/ Mark N. Lampert, President 2015-02-09 BIOTECHNOLOGY VALUE FUND II, L.P., By: BVF Partners L.P., its GP, By: BVF Inc., By: /s/ Mark N. Lampert, President 2015-02-09 BVF INC., By: /s/ Mark N. Lampert, President 2015-02-09 Mark N. Lampert, By: /s/ Mark N. Lampert 2015-02-09