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