0000921895-15-002846.txt : 20151222
0000921895-15-002846.hdr.sgml : 20151222
20151222170930
ACCESSION NUMBER: 0000921895-15-002846
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151215
FILED AS OF DATE: 20151222
DATE AS OF CHANGE: 20151222
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: 151302859
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: 151302860
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 OS Ltd.
CENTRAL INDEX KEY: 0001660684
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33882
FILM NUMBER: 151302861
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (415) 525-8890
MAIL ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Biotechnology Value Trading Fund OS LP
CENTRAL INDEX KEY: 0001660683
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33882
FILM NUMBER: 151302862
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (415) 525-8890
MAIL ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
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: 151302863
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: 151302865
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: 151302864
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_12222015.xml
OWNERSHIP DOCUMENT
X0206
3
2015-12-15
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
0001660683
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
0
0
0
1
See Explanation of Responses
0001660684
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
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, no par value per share
4748420
D
Common Stock, no par value per share
3043027
D
Common Stock, no par value per share
742489
D
Common Stock, no par value per share
10265432
I
Please see footnote
Warrants
5.00
2018-12-05
Common Stock, no par value per share
2288698
D
Warrants
5.00
2018-12-05
Common Stock, no par value per share
1223484
D
Warrants
5.00
2018-12-05
Common Stock, no par value per share
1487818
I
Please see Footnote
Series C Convertible Preferred Stock
1.48
Common Stock, no par value per share
3040000
D
Series C Convertible Preferred Stock
1.48
Common Stock, no par value per share
1640000
D
Series C Convertible Preferred Stock
1.48
Common Stock, no par value per share
1240000
D
Series C Convertible Preferred Stock
1.48
Common Stock, no par value per share
1580000
I
Please see Footnote
Series B Convertible Preferred Stock
1.50
Common Stock, no par value per share
2600000
D
Series B Convertible Preferred Stock
1.50
Common Stock, no par value per share
1400000
D
Series B Convertible Preferred Stock
1.50
Common Stock, no par value per share
1333000
I
Please see Footnote
Series A Convertible Preferred Stock
2.00
Common Stock, no par value per share
1157000
D
Series A Convertible Preferred Stock
2.00
Common Stock, no par value per share
598000
D
Series A Convertible Preferred Stock
2.00
Common Stock, no par value per share
322000
D
Series A Convertible Preferred Stock
2.00
Common Stock, no par value per share
423000
I
Please see Footnote
This Form 3 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), 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.
Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
Securities held in certain Partners management accounts (the "Partners Management Accounts"). Partners, as the investment manager of the Partners Management Accounts may be deemed to beneficially own the securities held by the Partners Management Accounts.
The Warrants are currently exercisable, for $5.00 per share, subject to adjustment pursuant to the terms of the Warrants and expire on December 5, 2018. The Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended ("Section 13(d)"), more than 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 outstanding.
The Series C Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 9.99% of the Shares outstanding immediately after giving effect to such exercise. The Series B Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 4.99% of the Shares outstanding immediately after giving effect to such exercise. The Series A Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 4.99% of the Shares outstanding immediately after giving effect to such exercise.
None of the Series C Convertible Preferred Stock, Series B Convertible Preferred Stock or Series A Convertible Preferred Stock has an expiration date.
$1.48, subject to adjustment pursuant to the terms of the Series C Convertible Prefered Stock. $1.50, subject to adjustment pursuant to the terms of the Series B Convertible Prefered Stock. $2.00, subject to adjustment pursuant to the terms of the Series A Convertible Prefered Stock.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2015-12-22
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
2015-12-22
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
2015-12-22
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2015-12-22
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2015-12-22
BVF Inc., By: /s/ Mark N. Lampert, President
2015-12-22
/s/ Mark N. Lampert
2015-12-22