SCHEDULE 13G
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC
20549
Under the
Securities Exchange Act of 1934
(Amendment
No. 4)*
ALLOS THERAPEUTICS,
INC.
(Name
of Issuer)
Common Stock, par value $0.001
per share
|
(Title
of Class of Securities)
|
019777101
|
(CUSIP
Number)
|
|
December 31,
2008
|
(Date
of Event which Requires Filing of this
Statement)
|
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
x
Rule
13d-1(b)
o
Rule
13d-1(c)
o
Rule
13d-1(d)
*The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover
page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or
otherwise subject to the liabilities of that section of the Act, but shall be
subject to all other provisions of the Act (however, see the
Notes).
Item 1(a)
Name of Issuer:
Allos
Therapeutics, Inc.
Item 1(b)
Address of Issuer’s Principal
Executive Offices:
11080
Circle Point Road, Suite 200
Westminster,
Colorado 80020
Item 2(a)
Name of Person
Filing:
This
Schedule 13G is being filed jointly by Felix J. Baker and Julian C. Baker (the
“Reporting Persons”).
Item 2(b)
Address of Principal Business Office
or, if None, Residence:
Name
|
Business
Address
|
Felix
J. Baker
|
667
Madison Avenue
New
York, NY 10065
|
|
|
Julian
C. Baker
|
667
Madison Avenue
New
York, NY 10065
|
Item 2(c)
Citizenship:
Each of
the Reporting Persons is a United States citizen.
Item 2(d)
Title of Class of
Securities:
Common
Stock, par value $0.001 per share
Item 2(e)
CUSIP Number:
019777101
Item 3.
|
If this statement is filed
pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:
N/A
|
(a)
o
Broker or dealer
registered under Section 15 of the Exchange Act.
(b)
o
Bank as defined in section 3(a)(6) of
the Exchange Act.
(c)
o
Insurance company as defined in section
3(a)(19) of the Exchange Act.
(d)
o
Investment company registered under
section 8 of the Investment Company Act of 1940.
(e)
o
An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
(f)
o
An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)
o
A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)
o
A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act.
(i)
o
A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940.
(j)
o
Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
Item 4.
Ownership.
Set forth below is the aggregate number
of shares of Common Stock held as of the date hereof by each of the following,
together with the percentage of the outstanding shares of Common Stock that such
number represents based upon 81,142,937 hares of Common Stock outstanding as
reported on the Company’s SEC Form 10-Q filed on November 5, 2008.
|
|
|
|
|
Percent
of Class
Outstanding
|
|
Baker
Bros. Investments II, L.P.
|
|
|
1,629
|
|
|
|
0.0
|
%
|
667,
L.P.
|
|
|
2,022,293
|
|
|
|
2.6
|
%
|
Baker
Brothers Life Sciences, L.P.
|
|
|
5,771,961
|
|
|
|
7.0
|
%
|
14159,
L.P.
|
|
|
190,917
|
|
|
|
0.2
|
%
|
Baker/Tisch
Investments, L.P.
|
|
|
72,035
|
|
|
|
0.1
|
%
|
FBB
Associates
|
|
|
5,417
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
8,064,252
|
|
|
|
9.9
|
%
|
By virtue
of their ownership of entities that have the power to control the investment
decisions of the limited partnerships listed in the table above, Felix J. Baker
and Julian C. Baker may each be deemed to be beneficial owners of shares owned
by such entities and may be deemed to have shared power to vote or direct the
vote of and shared power to dispose or direct the disposition of such
securities.
Item 5.
Ownership of Five Percent or Less of
a Class.
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ]. N/A
Item 6.
Ownership of More than Five Percent
on Behalf of Another Person.
The
entities listed in Item 4 above are investment funds the investors in which have
the right to receive dividends, interest and the proceeds of sale of securities
owned by such funds.
Item 7.
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person.
N/A
Item 8.
Identification and Classification of
Members of the Group.
N/A
Item 9.
Notice of Dissolution of
Group.
N/A
Item 10.
Certification.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I hereby certify
that the information set forth in this statement is true, complete and
correct.
February
17, 2008
/s/
Felix J. Baker
|
Felix
J. Baker
|
|
|
/s/
Julian C. Baker
|
Julian
C. Baker
|
|
AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that this Statement on
Schedule 13G relating to the Common Stock of Allos Therapeutics, Inc. is
being filed with the Securities and Exchange Commission on behalf of each of
them.
February
17, 2008
/s/
Felix J. Baker
|
Felix
J. Baker
|
|
|
/s/
Julian C. Baker
|
Julian
C. Baker
|