Insmed Inc - Amended Statement of Ownership (SC 13G/A)
14 Février 2008 - 10:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington,
DC 20549
SCHEDULE
13G /A
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(
Amendment
No. 1)*
Insmed
Incorporated
(Name of
Issuer)
Common Stock, par
value $0.01 per share
(Title of
Class of Securities)
December
31, 2007
(Date of
Event Which Requires Filing of This Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
ý
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 the
disclosures provided in a prior cover page.
The
information required in 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).
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Page 2 of 8
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG
CAPITAL PARTNERS, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
ý
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
|
7
|
SOLE
DISPOSITIVE POWER
0
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8
|
SHARED
DISPOSITIVE POWER
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
|
12
|
TYPE
OF REPORTING PERSON
PN
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CUSIP No.
457669208
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Page 3 of 8
Pages
|
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG
CAPITAL MANAGEMENT, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
ý
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP No.
457669208
|
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Page 4 of 8
Pages
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
ý
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
|
12
|
TYPE
OF REPORTING PERSON
IN
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Item 1(a).
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Name
of Issuer:
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Insmed
Incorporated, a Virginia corporation (the
“Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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8720
Stony Point Parkway, Richmond, Virginia
23235
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Item
2(a).
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Name
of Person Filing:
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This
Statement on Schedule 13G (this “Statement”) is filed by Tang Capital
Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the
general partner of Tang Capital Partners (“Tang Capital Management”); and
Kevin C. Tang, the manager of Tang Capital Management.
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Item
2(b).
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Address
of Principal Business Office or, if none, Residence:
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4401
Eastgate Mall, San Diego, CA 92121
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Item
2(c).
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Citizenship:
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Tang
Capital Partners is a Delaware limited partnership. Tang Capital
Management is a Delaware limited liability company. Mr. Tang is a United
States citizen.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $0.01 per share (the “Common
Stock”)
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Item 2(e).
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CUSIP
Number:
457669208
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Item 3.
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Not
applicable.
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Item 4.
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Ownership.
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(a)
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Amount
Beneficially Owned:
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Tang Capital
Partners.
Tang
Capital Partners holds a warrant to purchase 600,537 shares of Common
Stock at an exercise price of $1.10 per share (subject to adjustment as
set forth in the warrant). Tang Capital Partners shares voting
and dispositive power over such warrants with Tang Capital Management and
Kevin C.
Tang.
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Tang
Capital Management.
Tang
Capital Management, as the general partner of Tang Capital Partners, may
be deemed to beneficially own the warrant to purchase 600,537 shares of
Common Stock at an exercise price of $1.10 per share (subject to
adjustment as set forth in the warrant). Tang Capital Management shares
voting and dispositive power over such warrants with Tang Capital Partners
and Kevin C. Tang.
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Kevin
C. Tang.
Kevin
C. Tang, as manager of Tang Capital Management, may be deemed to
beneficially own the warrant to purchase 600,537 shares of Common Stock at
an exercise price of $1.10 per share (subject to adjustment as set forth
in the warrant). Mr. Tang shares voting and dispositive power
over such warrants with Tang Capital Partners and Tang Capital
Management .
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Mr.
Tang disclaims beneficial ownership of all shares reported herein except
to the extent of his pecuniary interest
therein.
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(b)
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Percent
of Class:
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Tang
Capital Partners
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0.5%
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Tang
Capital Management
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0.5%
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Kevin
C. Tang
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0.5%
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(c)
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Number
of shares as to which such person has:
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(i)
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sole
power to vote or to direct the vote:
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Tang
Capital Partners
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0
shares
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Tang
Capital Management
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0
shares
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Kevin
C. Tang
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0
shares
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(ii)
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shared
power to vote or to direct the vote:
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Tang
Capital Partners
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600,537
shares
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Tang
Capital Management
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600,537 shares
|
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Kevin
C. Tang
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600,537 shares
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(iii)
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sole
power to dispose or to direct the disposition of:
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Tang
Capital Partners
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0
shares
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Tang
Capital Management
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0
shares
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Kevin
C. Tang
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0 shares
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(iv)
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shared
power to dispose or to direct the disposition of:
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Tang
Capital Partners
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600,537 shares
|
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Tang
Capital Management
|
600,537 shares
|
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Kevin
C. Tang
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600,537 shares
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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:
x
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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.
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Not
applicable.
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Item 8.
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Identification and
Classification of Members 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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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.
Date:
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February 14,
2008
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TANG
CAPITAL PARTNERS, LP
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By: Tang
Capital Management, LLC, its General Partner
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By:
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/s/
Kevin C. Tang
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Kevin
C. Tang, Manager
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TANG
CAPITAL MANAGEMENT, LLC
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By:
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/s/
Kevin C. Tang
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Kevin
C. Tang, Manager
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/s/
Kevin C. Tang
|
Kevin
C. Tang
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Page 8 of 8 pages
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