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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
PANACOS PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
69811Q 10 6
--------------------------------------------------------------------------------
(CUSIP Number)
DECEMBER 31, 2006
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
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CUSIP No. 13G Page 2 of 11 Pages
------------------------- -------------------------
1. NAMES OF REPORTING PERSONS
Great Point Partners, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
37-1475292
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH 6. SHARED VOTING POWER
2,180,015
REPORTING PERSON
7. SOLE DISPOSITIVE POWER
WITH
0
8. SHARED DISPOSITIVE POWER
2,180,015
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,180,015
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.31%
12. TYPE OF REPORTING PERSON (See Instructions)
OO
2
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CUSIP No. 13G Page 3 of 11 Pages
------------------------- -------------------------
1. NAMES OF REPORTING PERSONS
Biomedical Value Fund, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
37-1475295
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH 6. SHARED VOTING POWER
1,082,916
REPORTING PERSON
7. SOLE DISPOSITIVE POWER
WITH
0
8. SHARED DISPOSITIVE POWER
1,082,916
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,082,916
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.14%
12. TYPE OF REPORTING PERSON (See Instructions)
PN
3
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CUSIP No. 13G Page 4 of 11 Pages
------------------------- -------------------------
1. NAMES OF REPORTING PERSONS
Biomedical Offshore Value Fund, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH 6. SHARED VOTING POWER
1,097,099
REPORTING PERSON
7. SOLE DISPOSITIVE POWER
WITH 0
8. SHARED DISPOSITIVE POWER
1,097,099
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,097,099
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.18%
12. TYPE OF REPORTING PERSON (See Instructions)
CO
4
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CUSIP No. 13G Page 5 of 11 Pages
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1. NAMES OF REPORTING PERSONS
Dr. Jeffrey R. Jay, M.D.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH 6. SHARED VOTING POWER
2,180,015
REPORTING PERSON
7. SOLE DISPOSITIVE POWER
WITH 0
8. SHARED DISPOSITIVE POWER
2,180,015
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,180,015
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.31%
12. TYPE OF REPORTING PERSON (See Instructions)
IN
5
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CUSIP No. 13G Page 6 of 11 Pages
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ITEM 1.
(a) Name of Issuer
Panacos Pharmaceuticals, Inc.
(b) Address of Issuer's Principal Executive Offices
134 Coolidge Avenue
Watertown, MA 02472
ITEM 2.
(a) Name of Person Filing
Great Point Partners, LLC
Biomedical Value Fund, L.P.
Biomedical Offshore Value Fund, Ltd.
Dr. Jeffrey R. Jay, M.D.
The Reporting Persons have entered into a Joint Filing
Statement, dated February 14, 2007, a copy of which is filed
with this Schedule 13G as Exhibit A, pursuant to which the
Reporting Persons have agreed to file this statement jointly
in accordance with the provisions of Rule 13d-1(k)(1) under
the Act.
(b) Address of Principal Business Office, or if none,
Residence
The address of the principal business office of each of
the Reporting Persons is
165 Mason Street, 3rd Floor
Greenwich, CT 06830
(c) Citizenship
Great Point Partners, LLC is a limited liability company
organized under the laws of the State of Delaware.
Biomedical Value Fund, L.P. is a limited partnership
organized under the laws of the State of Delaware.
Biomedical Offshore Value Fund, Ltd. is an exempted company
incorporated under the provisions of the Companies Law of
the Cayman Islands. Dr. Jeffrey R. Jay, M.D. is a citizen of
the United States.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
69811Q 10 6
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(b) OR
240.13D.2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
(a) [_] Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78o)
6
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CUSIP No. 13G Page 7 of 11 Pages
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(b) [_] Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19)
of the Act (15. U.S.C. 78c).
(d) [_] Investment Company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C.
80a-8).
(e) [_] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G).
(h) [_] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813).
(i) [_] 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).
(j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Biomedical Value Fund, L.P. ("BVF") is the direct beneficial
owner of 1,082,916 shares of Common Stock of the Issuer (the
"BVF Shares"). Great Point GP, LLC, is the general partner of
BVF, and by virtue of such status may be deemed to be the
beneficial owner of the BVF Shares. Great Point Partners, LLC
is the investment manager of BVF, and by virtue of such status
may be deemed to be the beneficial owner of the BVF Shares. Dr.
Jeffrey R. Jay, M.D. has voting and investment power with
respect to the BVF Shares, and therefore may be deemed to be
the beneficial owner of the BVF Shares.
Biomedical Offshore Value Fund, Ltd. ("BOVF") is the direct
beneficial owner of 1,097,099 shares of Common Stock of the
Issuer (the "BOVF Shares"). Great Point Partners, LLC is the
investment manager of BOVF, and by virtue of such status may be
deemed to be the beneficial owner of the BOVF Shares. Dr.
Jeffrey R. Jay, M.D. has voting and investment power with
respect to the BOVF Shares, and therefore may be deemed to be
the beneficial owner of the BOVF Shares.
Notwithstanding the above, Great Point Partners, LLC and Dr.
Jay disclaim beneficial ownership of the BVF Shares and the
BOVF Shares and Great Point GP, LLC disclaims beneficial
ownership of the BVF Shares, except to the extent of their
respective pecuniary interests.
The Information in Items 1 and 5 through 11 on the cover pages
of this Amendment No. 3 to Schedule 13G is hereby incorporated
by reference.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
1. GREAT POINT PARTNERS, LLC
(a) Amount beneficially owned: 2,180,015
7
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CUSIP No. 13G Page 8 of 11 Pages
------------------------- -------------------------
b) Percent of class: 4.31%.
c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: - 0 -
(ii) Shared power to vote or to direct the vote:
2,180,015
(iii) Sole power to dispose or to direct the disposition of:
- 0 -.
(iv) Shared power to dispose or to direct the disposition
of: 2,180,015
2. BIOMEDICAL VALUE FUND, L.P.
(a) Amount beneficially owned: 1,082,916
(b) Percent of class: 2.14%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,082,916
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the disposition of:
1,082,916
(iv) Shared power to dispose or to direct the disposition
of: 0.
2. BIOMEDICAL OFFSHORE VALUE FUND, LTD.
(a) Amount beneficially owned: 1,097,099
(b) Percent of class: 2.18%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,097,099
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the disposition of:
1,097,099
(iv) Shared power to dispose or to direct the disposition
of: 0.
2. DR. JEFFREY R. JAY, M.D.
(a) Amount beneficially owned: 2,180,015
(b) Percent of class: 4.31%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,180,015
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition
of: 2,180,015
8
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CUSIP No. 13G Page 9 of 11 Pages
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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 each of the Reporting Persons has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
[X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
See item 4.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
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
participant in any transaction having that purpose or effect.
9
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CUSIP No. 13G Page 10 of 11 Pages
------------------------- -------------------------
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, 2007
GREAT POINT PARTNERS, LLC
By: /S/ DR. JEFFREY R. JAY, M.D.
-----------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL VALUE FUND, L.P.
By: Great Point GP, LLC,
as general partner
By: /S/ DR. JEFFREY R. JAY, M.D.
-----------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL OFFSHORE VALUE FUND, LTD.
By: Great Point Partners, LLC,
as investment manager
By: /S/ DR. JEFFREY R. JAY, M.D.
-----------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
/S/ DR. JEFFREY R. JAY, M.D.
----------------------------------------------
DR. JEFFREY R. JAY, M.D.
10
EXHIBIT A
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned agree that the Statement on Schedule
13G and any amendments thereto to which this exhibit is attached is filed on
behalf of each of them.
Date: February 14, 2007
GREAT POINT PARTNERS, LLC
By: /S/ DR. JEFFREY R. JAY, M.D.
---------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL VALUE FUND, L.P.
By: Great Point GP, LLC,
as general partner
By: /S/ DR. JEFFREY R. JAY, M.D.
---------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL OFFSHORE VALUE FUND, LTD.
By: Great Point Partners, LLC,
as investment manager
By: /S/ DR. JEFFREY R. JAY, M.D.
---------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
/S/ DR. JEFFREY R. JAY, M.D.
--------------------------------------------
DR. JEFFREY R. JAY, M.D.