- Statement of Ownership (SC 13G)
10 Février 2009 - 11:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Avalon Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
05346P106
(CUSIP Number)
February 5, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
Rule 13d-1(b)
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þ
Rule 13d-1(c)
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting persons 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 (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).
Schedule 13G
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CUSIP No.
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05346P106
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Page
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2
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of
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10
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Henry Partners, L.P. 23-2888396
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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725,000 shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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725,000 shares
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WITH
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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725,000 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Schedule 13G
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CUSIP No.
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05346P106
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Page
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3
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of
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10
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Matthew Partners, L.P. 23-3063303
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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500,000 shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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500,000 shares
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WITH
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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500,000 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Schedule 13G
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CUSIP No.
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05346P106
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Page
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of
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10
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Henry Investment Trust, L.P. 23-2887157
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
*
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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1,225,000 shares*
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,225,000 shares*
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WITH
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,225,000 shares*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.0%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* NOTE: Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners L.P. See Item 4 of this Schedule 13G.
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Schedule 13G
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Page 5 of 10
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(a)
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Name of Issuer:
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Avalon Pharmaceuticals, Inc.
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(b)
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Address of Issuers Principal Executive Offices:
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20358 Seneca Meadows Parkway
Germantown, MD 20876
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(a)
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Name of Person Filing:
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(1)
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Henry Partners, L.P.
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(2)
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Matthew Partners, L.P.
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(3)
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Henry Investment Trust, L.P.
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(b)
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Address of Principal Business Office, if none, Residence:
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(1)
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255 South 17
th
Street, Suite 2608
Philadelphia, PA 19103
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(2)
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255 South 17
th
Street, Suite 2608
Philadelphia, PA 19103
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(3)
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255 South 17
th
Street, Suite 2608
Philadelphia, PA 19103
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(1)
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Delaware
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(2)
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Delaware
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(3)
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Pennsylvania
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(d)
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Title of Class of Securities:
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Common Stock, $.01 par value per share
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(e)
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CUSIP Number:
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05346P106
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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Schedule 13G
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Page 6 of 10
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with
§240.13d-(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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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 (15
U.S.C. 80a-3).
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with §240.13d-(b)(1)(ii)(K).
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Not applicable.
Henry Partners, L.P. and Matthew Partners, L.P. are beneficial holders, in the aggregate, of
1,225,000 shares of common stock of the Issuer, or approximately 6.0% of the total number of shares
of common stock of the Issuer outstanding. Henry Investment Trust, L.P. (HIT) is the General
Partner of each of Henry Partners, L.P. and Matthew Partners, L.P. David W. Wright is the
investment manager of each of Henry Partners, L.P. and Matthew Partners, L.P. and is the President
of Canine Partners, LLC, the General Partner of HIT. Investment decisions made on behalf of Henry
Partners, L.P. and Matthew Partners, L.P. are made primarily through their General Partner and
David W. Wright.
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(a)
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Amount beneficially owned:
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(1)
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725,000
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(2)
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500,000
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(3) 1,225,000 (HIT may be deemed a beneficial owner of the shares held by Henry
Partners, L.P. and Matthew Partners, L.P. solely because it is the general
partner of those partnerships)
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(1)
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3.5%
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(2)
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2.5%
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(3)
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6.0%
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Schedule 13G
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Page 7 of 10
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(c)
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Number of Shares as to which the person has:
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i.
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Sole power to vote or to direct the vote:
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(1)
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725,000
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(2)
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500,000
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(3)
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1,225,000 (HIT may be deemed a beneficial owner of the shares held by
Henry Partners, L.P. and Matthew Partners, L.P. solely because it is the
general partner of those partnerships)
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ii.
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Shared power to vote or to direct the vote:
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iii.
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Sole power to dispose or to direct the disposition of:
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(1)
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725,000
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(2)
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500000
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(3) 1,225,000 (HIT may be deemed a beneficial owner of the shares held by
Henry Partners, L.P. and Matthew Partners, L.P. solely because it is the
general partner of those partnerships)
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iv.
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Shared power to dispose or to direct the disposition of:
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The percentages set forth in this Schedule 13G are based upon the total number of shares of
the Issuers common stock outstanding of 20,428,475 shares as reported as of November 12, 2008 in
the Issuers Form 10-Q report for the quarter ended September 30, 2008.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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.
o
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
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Not applicable.
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Schedule 13G
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Page 8 of 10
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Item 8.
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Identification and Classification of Member of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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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.
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Schedule 13G
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Page 9 of 10
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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HENRY PARTNERS, L.P. by its General Partner,
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HENRY INVESTMENT TRUST, L.P., by its
General Partner, CANINE PARTNERS, LLC
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Date: February 9, 2009
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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MATTHEW PARTNERS, L.P. by its General Partner,
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HENRY INVESTMENT TRUST, L.P., by its
General Partner, CANINE PARTNERS, LLC
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Date: February 9, 2009
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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HENRY INVESTMENT TRUST, L.P., by its
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General Partner, CANINE PARTNERS, LLC
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Date: February 9, 2009
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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Schedule 13G
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Page 10 of 10
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JOINT FILING AGREEMENT
The undersigned, the Reporting Persons named in this Schedule 13G (the Schedule 13G), hereby
agree that the Schedule 13G is filed on behalf of each of them and that each Reporting Person is
responsible for the timely filing of any amendments to the Schedule 13G. Each Reporting Person
further agrees that each of them is responsible for the completeness and accuracy of the
information concerning such Reporting Person, respectively, contained in the Schedule 13G and that
each of them is not responsible for the completeness or accuracy of the information concerning the
other Reporting Persons.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 9th
day of February, 2009.
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HENRY PARTNERS, L.P., by its General Partner,
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HENRY INVESTMENT TRUST, L.P., by its
General Partner, CANINE PARTNERS, LLC
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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MATTHEW PARTNERS, L.P., by its General Partner,
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HENRY INVESTMENT TRUST, L.P., by its
General Partner, CANINE PARTNERS, LLC
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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HENRY INVESTMENT TRUST, L.P., by its
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General Partner, CANINE PARTNERS, LLC
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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