Amended Statement of Ownership (sc 13g/a)
14 Février 2014 - 9:00PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Affymax, Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PER SHARE
(Title of Class of Securities)
00826A109
(CUSIP Number)
December 31, 2013
(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)**
x
Rule 13d-1(c)**
¨
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.
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**
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This Schedule is being filed pursuant to Rule 13d-1(b) with respect to Visium Asset Management, LP, JG Asset, LLC and Jacob Gottlieb, and pursuant to Rule 13d1-(c) with respect to Visium Balanced Master Fund, Ltd.
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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).
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CUSIP No. 00826A109
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Page
2
of 13 Pages
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1
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Names of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Balanced Master Fund, Ltd.
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2
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Check the appropriate box if a member
of a group*
(a)
¨
(b)
¨
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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
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5
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Sole voting power
None
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6
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Shared voting power
0 (See Item 4)
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7
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Sole dispositive power
None
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8
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Shared dispositive power
0 (See Item 4)
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9
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Aggregate amount beneficially owned by each reporting person
0 (See Item 4)
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10
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Check box if the aggregate amount in
Row (9) excludes certain shares*
¨
Not Applicable
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11
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Percent of class represented by amount
in Row (9)
0.0%
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12
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Type of reporting person*
CO
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Page 2 of 13 Pages
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CUSIP No. 00826A109
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Page
3
of 13 Pages
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1
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Names of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Asset Management, LP
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2
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Check the appropriate box if a member
of a group*
(a)
¨
(b)
¨
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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
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5
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Sole voting power
None
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6
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Shared voting power
0 (See Item 4)
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7
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Sole dispositive power
None
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8
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Shared dispositive power
0 (See Item 4)
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9
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Aggregate amount beneficially owned by each reporting person
0 (See Item 4)
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10
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Check box if the aggregate amount in
Row (9) excludes certain shares*
¨
Not Applicable
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11
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Percent of class represented by amount
in Row (9)
0.0%
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12
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Type of reporting person*
IA, PN
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Page 3 of 13 Pages
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CUSIP No. 00826A109
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Page
4
of 13 Pages
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1
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Names of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
JG Asset, LLC
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2
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Check the appropriate box if a member
of a group*
(a)
¨
(b)
¨
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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
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5
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Sole voting power
None
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6
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Shared voting power
0 (See Item 4)
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7
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Sole dispositive power
None
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8
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Shared dispositive power
0 (See Item 4)
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9
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Aggregate amount beneficially owned by each reporting person
0 (See Item 4)
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10
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Check box if the aggregate amount in
Row (9) excludes certain shares*
¨
Not Applicable
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11
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Percent of class represented by amount
in Row (9)
0.0%
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12
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Type of reporting person*
HC, OO
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Page 4 of 13 Pages
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CUSIP No. 00826A109
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Page
5
of 13 Pages
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1
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Names of
reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Jacob Gottlieb
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2
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Check the appropriate box if a member
of a group*
(a)
¨
(b)
¨
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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
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5
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Sole voting power
None
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6
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Shared voting power
0 (See Item 4)
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7
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Sole dispositive power
None
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8
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Shared dispositive power
0 (See Item 4)
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9
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Aggregate amount beneficially owned by each reporting person
0 (See Item 4)
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10
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Check box if the aggregate amount in
Row (9) excludes certain shares*
¨
Not Applicable
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11
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Percent of class represented by amount
in Row (9)
0.0%
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12
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Type of reporting person*
HC, IN
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Page 5 of 13 Pages
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CUSIP No. 00826A109
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Page
6
of 13 Pages
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Item 1
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(a)
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Name of Issuer
:
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Affymax, Inc.
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(b)
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Address of Issuers Principal Executive Offices
:
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19200 Stevens Creek Blvd., Suite 240
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Cupertino, CA 95014
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Item 2
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(a) (c)
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This statement is filed on behalf of the following:
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(1)
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Visium Balanced Master Fund, Ltd, a Cayman Islands corporation (VBMF), with its principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019.
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(2)
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Visium Asset Management, LP, a Delaware limited partnership (VAM), with its principal business office at Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019.
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(3)
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JG Asset, LLC, a Delaware limited liability company (JG Asset), with its principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019. JG Asset is the General Partner of
VAM.
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(4)
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Jacob Gottlieb (Gottlieb), a natural person, with his principal business office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019. Gottlieb is the Managing Member of JG Asset.
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(d)
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Title of Class of Securities
:
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Common Stock, Par Value $0.001 Per Share
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(e)
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CUSIP Number
:
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00826A109
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Page 6 of 13 Pages
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CUSIP No. 00826A109
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Page
7
of 13 Pages
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Item 3
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a
:
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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¨
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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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¨
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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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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
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x
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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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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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¨
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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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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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*
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VAM is an investment adviser as described above and JG Asset and Gottlieb are each a parent holding company or control person as described above.
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Item 4
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Ownership:
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VBMF
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(a)
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Amount Beneficially Owned
:
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0
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(b)
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Percent of Class
:
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0.0%
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(c)
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Number of Shares as to which person has
:
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(i)
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sole power to vote or to direct vote:
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None
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Page 7 of 13 Pages
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CUSIP No. 00826A109
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Page
8
of 13 Pages
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(ii)
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shared power to vote or to direct vote:
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0 shares
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(iii)
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sole power to dispose or direct disposition of:
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None
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(iv)
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shared power to dispose or to direct disposition of:
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0 shares
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VAM
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(a)
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Amount Beneficially Owned
:
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By
virtue of its position as investment manager to pooled investment funds, VAM may be deemed to beneficially own 0 shares of the Companys Common Stock beneficially owned by the pooled investment vehicles.
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(b)
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Percent of Class
:
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0.0%
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(c)
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Number of Shares as to which person has
:
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(i)
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sole power to vote or to direct vote:
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None
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(ii)
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shared power to vote or to direct vote:
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0 shares
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(iv)
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sole power to dispose or direct disposition of:
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None
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(iv)
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shared power to dispose or to direct disposition of:
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0 shares
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Page 8 of 13 Pages
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CUSIP No. 00826A109
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Page
9
of 13 Pages
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JG Asset
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(a)
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Amount Beneficially Owned
:
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By
virtue of its position as General Partner to VAM, JG Asset may be deemed to beneficially own 0 shares of the Companys Common Stock beneficially owned by VAM.
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(b)
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Percent of Class
:
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0.0%
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(c)
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Number of Shares as to which person has
:
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(i)
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sole power to vote or to direct vote:
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None
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(ii)
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shared power to vote or to direct vote:
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0 shares
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(iii)
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sole power to dispose or direct disposition of:
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None
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(iv)
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shared power to dispose or to direct disposition of:
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0 shares
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Gottlieb
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(a)
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Amount Beneficially Owned
:
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By
virtue of his position as the Managing Member of JG Asset, Gottlieb may be deemed to beneficially own 0 shares of the Companys Common Stock beneficially owned by JG Asset.
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(b)
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Percent of Class
:
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0.0%
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Page 9 of 13 Pages
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CUSIP No. 00826A109
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Page
10
of 13 Pages
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(c)
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Number of Shares as to which person has
:
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(i)
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sole power to vote or to direct vote:
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None
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(ii)
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shared power to vote or to direct vote:
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0 shares
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(iii)
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sole power to dispose or direct disposition of:
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None
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(iv)
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shared power to dispose or to direct disposition of:
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0 shares
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VAM, JG Asset and Gottlieb disclaim beneficial ownership as to the Securities, except to the extent of his or its pecuniary
interests therein. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of the other individual officers and members of VBMF, VAM or JG Asset is, for any purpose, the beneficial owner
of any of the Securities.
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Item 5
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Ownership of Five Percent or Less of a Class
:
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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.
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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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Page 10 of 13 Pages
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CUSIP No. 00826A109
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Page
11
of 13 Pages
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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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Page 11 of 13 Pages
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CUSIP No. 00826A109
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Page
12
of 13 Pages
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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: February 14, 2014
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VISIUM BALANCED MASTER FUND, LTD.
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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VISIUM ASSET MANAGEMENT, LP
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By:
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JG Asset, LLC, its general partner
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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JG ASSET, LLC
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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JACOB GOTTLIEB
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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Page 12 of 13 Pages
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CUSIP No. 00826A109
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Page
13
of 13 Pages
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Exhibit A
AGREEMENT
The undersigned agree that this
Schedule 13G dated February 14, 2014 relating to the Common Stock, $0.001 per share of Affymax, Inc. shall be filed on behalf of the undersigned.
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VISIUM BALANCED MASTER FUND, LTD.
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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VISIUM ASSET MANAGEMENT, LP
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By:
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JG Asset, LLC, its general partner
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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JG ASSET, LLC
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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JACOB GOTTLIEB
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By:
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/s/ Mark Gottlieb
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Mark Gottlieb
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Authorized Signatory
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Page 13 of 13 Pages
Affymax (CE) (USOTC:AFFY)
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