- Amended Statement of Beneficial Ownership (SC 13D/A)
October 23 2009 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 2)
1
Neurobiological
Technologies, Inc.
(Name of
Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
Elizabeth
Delaney
BVF
Partners L.P.
900
North Michigan Avenue
Suite
1100
Chicago,
Illinois 60611
(312)
506-6500
Adam
W. Finerman, Esq.
Olshan
Grundman Frome Rosenzweig & Wolosky LLP
Park
Avenue Tower
65
East 55th Street
New
York, New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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-1(e), 240.13d-1(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.
_______________
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
disclosures provided in a prior cover page.
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
).
|
1
|
NAME
OF REPORTING PERSON
Biotechnology
Value Fund, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
1
|
NAME
OF REPORTING PERSON
Biotechnology
Value Fund II, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
1
|
NAME
OF REPORTING PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
1
|
NAME
OF REPORTING PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
1
|
NAME
OF REPORTING PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
1
|
NAME
OF REPORTING PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
|
T
he
following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D
filed by the undersigned (the “Schedule 13D”). This Amendment No. 2
amends the Schedule 13D as specifically set forth.
Item
5.
Interest in Securities of
the Issuer
.
Items 5
is hereby amended and restated to read as follows:
(a)-(b)
As of the close of business on October 22, 2009, the Reporting Persons no longer
beneficially own any securities of the Issuer.
(c) Schedule
A annexed hereto lists all transactions in the Shares by the Reporting Persons
during the past 60 days. All of such transactions were effected in
the open market.
(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, such shares of the Common Stock.
(e)
As of October 21, 2009, the Reporting Persons ceased to be
beneficial owners of more than 5% of the securities of the
Issuer.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
|
BIOTECHNOLOGY
VALUE FUND, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
BVF
Partners L.P., its general partner
|
|
By:
|
BVF
Partners L.P., its investment manager
|
|
|
|
|
|
|
|
By:
|
BVF
Inc., its general partner
|
|
By:
|
BVF
Inc., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/
Mark
N. Lampert
|
|
|
/s/
Mark
N. Lampert
|
|
|
Mark
N. Lampert
|
|
|
Mark
N. Lampert
|
|
|
President
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BIOTECHNOLOGY
VALUE FUND II, L.P.
|
|
BVF
PARTNERS L.P.
|
|
|
|
|
|
|
|
By:
|
BVF
Partners L.P., its general partner
|
|
By:
|
BVF
Inc., its general partner
|
|
|
|
|
|
|
|
By:
|
BVF
Inc., its general partner
|
|
By:
|
/s/
Mark
N. Lampert
|
|
|
|
|
|
Mark
N. Lampert
|
|
By:
|
/s/
Mark
N. Lampert
|
|
|
|
|
|
Mark
N. Lampert
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BVF
INVESTMENTS, L.L.C.
|
|
BVF
INC.
|
|
|
|
|
|
|
|
By:
|
BVF
Partners L.P., its manager
|
|
By:
|
/s/
Mark
N. Lampert
|
|
|
|
|
|
Mark
N. Lampert
|
|
By:
|
BVF
Inc., its general partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Mark
N. Lampert
|
|
|
|
|
|
Mark
N. Lampert
|
|
|
|
|
|
President
|
|
|
|
SCHEDULE
A
Transactions in the Common
Stock During the Past 60 Days
|
Class
of
Security
|
Securities
Sold
|
Price ($)
|
Date
of
Sale
|
Biotechnology Value Fund,
L.P.
|
Common
Stock
|
1,136,494
|
|
0.9100
|
10/21/09
|
|
Common
Stock
|
104,842
|
|
0.9100
|
10/22/09
|
Biotechnology Value Fund II,
L.P.
|
Common
Stock
|
777,408
|
|
0.9100
|
10/21/09
|
|
Common
Stock
|
66,399
|
|
0.9100
|
10/22/09
|
BVF Investments,
L.L.C.
|
Common
Stock
|
2,692,493
|
|
0.9100
|
10/21/09
|
|
Common
Stock
|
160,757
|
|
0.9100
|
10/22/09
|
Investment 10,
L.L.C.
|
Common
Stock
|
332,889
|
|
0.9100
|
10/21/09
|
|
Common
Stock
|
17,472
|
|
0.9100
|
10/22/09
|
BVF Partners
L.P.
None
BVF Inc.
None
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