- Amended Statement of Ownership (SC 13G/A)
February 17 2009 - 1:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G/A
(Amendment
No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF
1934
1
Avigen,
Inc.
(Name of
Issuer)
Common
Stock, $0.001 par value per share
(Title of
Class of Securities)
053690103
(CUSIP
Number)
December
31, 2008
(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)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
__________________
1
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
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
).
CUSIP
NO. 053690103
|
13G
|
Page 2 of
10
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ridgeback
Capital Investments L.P.
00-0000000
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
|
o
|
(b)
|
o
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
6.
|
SHARED
VOTING POWER
-0-
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
8.
|
SHARED
DISPOSITIVE POWER
-0-
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
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%
|
12.
|
TYPE
OF REPORTING PERSON**
OO
|
|
**
SEE INSTRUCTIONS BEFORE FILLING
OUT
|
CUSIP
NO. 053690103
|
13G
|
Page 3 of
10
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ridgeback
Capital Investments Ltd.
00-0000000
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
|
o
|
(b)
|
o
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
6.
|
SHARED
VOTING POWER
-0-
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
8.
|
SHARED
DISPOSITIVE POWER
-0-
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
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%
|
12.
|
TYPE
OF REPORTING PERSON**
OO
|
|
**
SEE INSTRUCTIONS BEFORE FILLING
OUT
|
CUSIP
NO. 053690103
|
13G
|
Page 4 of
10
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ridgeback
Capital Management
LLC 42-1684320
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
|
o
|
(b)
|
o
|
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
-0-
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
8.
|
SHARED
DISPOSITIVE POWER
-0-
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
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%
|
12.
|
TYPE
OF REPORTING PERSON**
OO
|
|
**
SEE INSTRUCTIONS BEFORE FILLING
OUT
|
CUSIP
NO. 053690103
|
13G
|
Page 5 of
10
|
Item
1(a).
|
Name
of Issuer.
|
Avigen,
Inc.
(the
“Company”).
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices.
|
The
Company’s principal executive offices are located at 1301 Harbor Bay Parkway,
Alameda, California 94502.
Items
2(a).
|
Name
of Person Filing.
|
This
statement is filed on behalf of the following persons with respect to shares of
common stock of the Company acquired on the open market (the
“Shares”):
(i) Ridgeback
Capital Investments L.P., Cayman exempted limited partnership (“RCILP”), with
respect to shares beneficially owned by it;
(ii) Ridgeback
Capital Investments Ltd., a Cayman limited company (“RCI”), with respect to
Shares beneficially owned by it; and
(iii) Ridgeback
Capital Management LLC, a Delaware limited liability company (“RCM”), with
respect to Shares beneficially owned by it.
The
foregoing persons are hereinafter referred to collectively as the “Reporting
Persons.” Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence.
|
The
address of the principal business office of each of the Reporting Persons is 430
Park Avenue, 12th Floor, New York, New York 10022.
RCILP is
a Cayman Island exempted limited partnership. RCI is a Cayman Island
limited company. RCM is a Delaware limited liability
company.
Item
2(d).
|
Title
of Class of Securities.
|
Common
stock, $0.001 par value per share.
053690103
CUSIP
NO. 053690103
|
13G
|
Page 6 of
10
|
Item
3.
If this
statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether
the person filing is a:
(a)
|
o
|
Broker
or dealer registered under Section 15 of the Act,
|
|
|
|
(b)
|
o
|
Bank
as defined in Section 3(a)(6) of the Act,
|
|
|
|
(c)
|
o
|
Insurance
Company as defined in Section 3(a)(19) of the Act,
|
|
|
|
(d)
|
o
|
Investment
Company registered under Section 8 of the Investment Company Act of
1940,
|
|
|
|
(e)
|
o
|
Investment
Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
|
|
|
|
(f)
|
o
|
Employee
Benefit Plan or Endowment Fund in accordance with 13d-1
(b)(1)(ii)(F),
|
|
|
|
(g)
|
o
|
Parent
Holding Company or control person in accordance with Rule 13d-1
(b)(1)(ii)(G),
|
|
|
|
(h)
|
o
|
Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance
Act,
|
|
|
|
(i)
|
o
|
Church
Plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940,
|
|
|
|
(j)
|
o
|
Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
The
percentages used herein are calculated based upon 29,769,115 shares outstanding
as of November 3, 2008, based upon the Company’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2008, filed with the SEC on November 10,
2008. As of the close of business on December 31, 2008, the Reporting
Persons beneficially owned shares of the Company’s common stock in the amounts
and percentages listed below:
A.
|
Ridgeback
Capital Investments L.P.
|
|
|
(a)
|
Amount
beneficially owned: -0-
|
|
|
(b)
|
Percent
of class: 0%
|
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: -0-
|
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: -0-
|
CUSIP
NO. 053690103
|
13G
|
Page 7 of
10
|
B.
|
Ridgeback
Capital Investments Ltd.
|
|
|
(a)
|
Amount
beneficially owned: -0-
|
|
|
(b)
|
Percent
of class: 0%
|
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: -0-
|
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: -0-
|
|
|
C.
|
Ridgeback
Capital Management LLC
|
|
|
(a)
|
Amount
beneficially owned: -0-
|
|
|
(b)
|
Percent
of class: 0%
|
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: -0-
|
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: -0-
|
RCM and
RCI do not own any Shares directly. RCI is the general partner of
RCILP. Pursuant to an investment management agreement, RCM maintains
investment and voting power with respect to the securities held or controlled by
RCI. Wayne Holman, an individual, controls RCM. By reason
of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, RCM and RCI may be deemed to own beneficially all of the Shares
(constituting approximately 0% of the shares outstanding). Each of
RCM and RCI disclaim beneficial ownership of any of the securities covered by
this statement, except to the extent of any pecuniary interest
therein.
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 the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following.
ý
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
To the
knowledge of the Reporting Persons, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, a number of the Shares which represents more than five percent of the number
of outstanding shares of the Shares.
CUSIP
NO. 053690103
|
13G
|
Page 8 of
10
|
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.
Each of
the Reporting Persons hereby makes the following 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 a
participant in any transaction having that purpose or effect.
CUSIP
NO. 053690103
|
13G
|
Page 9 of
10
|
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: February
13, 2009
|
|
|
Ridgeback
Capital Investments L.P.
|
|
|
By:
|
Ridgeback
Capital Investments Ltd.,
|
|
|
|
Its
General Partner
|
|
|
By:
|
/s/
Bud Holman
|
|
|
|
Name: Bud
Holman
|
|
|
|
Title: Director
|
|
|
|
Ridgeback
Capital Investments Ltd.
|
|
|
By:
|
/s/
Bud Holman
|
|
|
|
Name:
Bud Holman
|
|
|
|
Title:
Director
|
|
|
|
Ridgeback
Capital Management LLC
|
|
|
By:
|
*
|
|
|
|
Name:
Wayne Holman
|
|
|
|
Title:
Managing Member
|
|
|
|
|
*
|
By:
|
/s/
Bud Holman
|
|
|
|
|
|
Bud
Holman, Attorney-in-Fact
|
|
|
|
|
|
Power
of attorney previously filed
|
|
|
|
CUSIP
NO. 053690103
|
13G
|
Page 10 of
10
|
EXHIBIT
INDEX
Exhibit Number
|
Exhibit Description
|
24.1
|
Power
of Attorney*
|
99.1
|
Joint
Filing
Agreement*
|
*Previously
filed.
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