- Amended Statement of Beneficial Ownership (SC 13D/A)
October 31 2011 - 9:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Anadys
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
03252Q408
(CUSIP Number)
Fati Sadeghi-Nejad, Esq.
General Counsel
QVT Financial LP
1177 Avenue of the Americas, 9
th
Floor, New York, NY 10036
(212) 705-8888
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 25, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.
x
Note:
Schedules filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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*
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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.
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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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1.
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Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
QVT Financial
LP
11-3694008
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,049,586
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,049,586
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
4,049,586
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by
Amount in Row (11)
7.08%
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14.
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Type of Reporting Person (See
Instructions)
PN
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Page 2 of 7
pages
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1.
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Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
QVT Financial GP
LLC
11-3694007
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,049,586
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,049,586
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
4,049,586
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by
Amount in Row (11)
7.08%
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14.
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Type of Reporting Person (See
Instructions)
OO
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Page 3 of 7
pages
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1.
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Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
QVT Fund
LP
98-0415217
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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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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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,650,409
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,650,409
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
3,650,409
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by
Amount in Row (11)
6.38%
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14.
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Type of Reporting Person (See
Instructions)
PN
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Page 4 of 7
pages
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1.
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Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
QVT Associates GP
LLC
01-0798253
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,049,586
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,049,586
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
4,049,586
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by
Amount in Row (11)
7.08%
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14.
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Type of Reporting Person (See
Instructions)
OO
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Page 5 of 7
pages
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Item 1.
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Security and Issuer
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This
Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) by the Reporting Persons on January 3, 2011, Amendment No. 1 to Schedule 13D filed
with the Commission by the Reporting Persons on October 20, 2011 and Amendment No. 2 to Schedule 13D filed with the Commission by the Reporting Persons on October 25, 2011 (collectively, the “Schedule 13D”). Capitalized
terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. Except as expressly set forth herein, there have been no changes to the information set forth in the Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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(a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
All percentages referred to on the cover pages are determined using a denominator of 57,176,285 shares of Common Stock issued and outstanding as of October 14, 2011, as reported by the Issuer in its
Schedule 14D-9, filed with the Commission on October 25, 2011.
QVT Financial LP (“QVT Financial”) is the
investment manager for QVT Fund LP (the “Fund”), which beneficially owns 3,650,409 shares of Common Stock. QVT Financial is also the investment manager for Quintessence Fund L.P. (“Quintessence”), which beneficially owns 399,177
shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund and Quintessence. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of
4,049,586 shares of Common Stock, consisting of the shares owned by the Fund and Quintessence.
QVT Financial GP LLC, as general partner of
QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as general partner of the Fund and Quintessence, may be deemed to beneficially own the aggregate number of
shares of Common Stock owned by the Fund and Quintessence, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 4,049,586 shares of Common Stock.
Each of the Covered Persons, each of whom is a managing member of QVT Financial GP LLC, expressly disclaims beneficial ownership of the Common Stock
reported herein as beneficially owned by the Reporting Persons.
(c) The reported share amounts for QVT Financial LP, QVT Financial GP LLC,
QVT Fund LP and QVT Associates GP LLC reflect amounts as of October 28, 2011. The Fund and Quintessence effected the following transactions in the Common Stock during the past 60 days:
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The Fund sold 586,287 shares of Common Stock in the open market on October 17, 2011 at a price of $3.68. Quintessence sold 63,813 shares of Common
Stock in the open market on October 17, 2011 at a price of $3.68.
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•
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The Fund sold 4,737,113 shares of Common Stock in the open market on October 20, 2011 at a price of $3.68. Quintessence sold 515,587 shares of
Common Stock in the open market on October 20, 2011 at a price of $3.68.
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The Fund sold 329,098 shares of Common Stock in the open market on October 21, 2011 at a price of $3.68. Quintessence sold 35,820 shares of Common
Stock in the open market on October 21, 2011 at a price of $3.68.
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•
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The Fund sold 453,672 shares of Common Stock in the open market on October 24, 2011 at a price of $3.68. Quintessence sold 49,378 shares of Common
Stock in the open market on October 24, 2011 at a price of $3.68.
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•
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The Fund sold 225,731 shares of Common Stock in the open market on October 25, 2011 at a price of $3.68. Quintessence sold 24,569 shares of Common
Stock in the open market on October 25, 2011 at a price of $3.68.
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•
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The Fund sold 90,184 shares of Common Stock in the open market on October 26, 2011 at a price of $3.68. Quintessence sold 9,816 shares of Common
Stock in the open market on October 26, 2011 at a price of $3.68.
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•
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The Fund sold 227,152 shares of Common Stock in the open market on October 27, 2011 at a price of $3.68. Quintessence sold 22,848 shares of Common
Stock in the open market on October 27, 2011 at a price of $3.68.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1 - Agreement regarding Joint Filing of Schedule 13D
Page 6 of 7
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.
Dated: October 28, 2011
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QVT FINANCIAL LP
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QVT FUND LP
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By: QVT Financial GP LLC, its General Partner
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By: QVT Associates GP LLC, its General Partner
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By:
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/s/ Tracy Fu
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By:
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/s/ Tracy Fu
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name:
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Meg Eisner
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Name:
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Meg Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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QVT FINANCIAL GP LLC
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QVT ASSOCIATES GP LLC
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By:
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/s/ Tracy Fu
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By:
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/s/ Tracy Fu
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name:
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Meg Eisner
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Name:
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Meg Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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Page 7 of 7
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