- Statement of Ownership (SC 13G)
August 22 2011 - 3:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
One Bio, Corp.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
682323309
(CUSIP Number)
August 10, 2011
(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)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
* 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 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).
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1
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NAMES OF REPORTING PERSONS
UTA Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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562,757 (1)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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562,757 (1)
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WITH:
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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562,757 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.5%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (limited liability company)
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(1) This Schedule
13G is being jointly filed by (i) UTA Capital LLC; (ii) the members
or beneficial owners of membership interests in UTA Capital LLC, which
include (a) YZT Management LLC, a New Jersey limited liability company
and the managing member of UTA Capital LLC, and (b) Alleghany Capital
Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii)
Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany
Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the
managing member of YZT Management LLC.
2
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1
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NAMES OF REPORTING PERSONS
YZT Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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New Jersey
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5
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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562,757 (1)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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562,757 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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562,757 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.5%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (limited liability company)
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(1) This Schedule
13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or
beneficial owners of membership interests in UTA Capital LLC, which include (a)
YZT Management LLC, a New Jersey limited liability company and the managing member
of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation
and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware
corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv)
Udi Toledano, the managing member of YZT Management LLC.
3
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1
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NAMES OF REPORTING PERSONS
Alleghany Capital Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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562,757 (1)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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562,757 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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562,757 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.5%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) This Schedule 13G is being jointly filed by (i) UTA
Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a)
YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b)
Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation,
a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv)
Udi Toledano, the managing member of YZT Management LLC.
4
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1
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NAMES OF REPORTING PERSONS
Alleghany Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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562,757 (1)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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562,757 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
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562,757 (1)
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|
|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
o
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.5%(1)
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|
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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CO
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(1) This
Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership
interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and
the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member
of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital
Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
5
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1
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NAMES OF REPORTING PERSONS
Udi Toledano
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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562,757 (1)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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562,757 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
562,757 (1)
|
|
|
|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.5%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) This
Schedule 13GD is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership
interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and
the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member
of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital
Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
6
Item 1(a). Name of Issuer:
One Bio, Corp., a Florida corporation (the
Issuer
)
Item 1(b). Address of Issuers Principal Executive Offices:
19950 W Country Club Drive, Suite 100, Aventura, Florida 33180
Item 2(a). Name of Persons Filing:
UTA Capital LLC
YZT Management LLC
Alleghany Capital Corporation
Alleghany Corporation
Udi Toledano
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal office of each of UTA Capital LLC, YZT Management LLC and Udi Toledano is
located at 100 Executive Drive, Suite 330, West Orange, NJ 07052
The principal office of each of Alleghany Capital Corporation and Alleghany Corporation is
located at 7 Times Square Tower, New York, New York 10036
Item 2(c). Citizenship:
UTA Capital LLC is a Delaware limited liability company
YZT Management LLC is a New Jersey limited liability company
Alleghany Capital Corporation is a Delaware corporation
Alleghany Corporation is a Delaware corporation
Udi Toledano is a citizen of the United States of America
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share
Item 2(e). CUSIP Number:
682323309
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
Not applicable
Item 4. Ownership.
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(a)
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Amount beneficially owned:
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562,757 shares of the Issuers common stock
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(b)
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Percent of class: Approximately 7.5%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or direct the vote:
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6
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(ii)
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Shared power to vote or direct the vote: 562,757
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(iii)
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Sole power to dispose or direct the disposition of:
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(iv)
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Shared power to dispose or direct the disposition of: 562,757
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This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or
beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT
Management LLC, a New Jersey limited liability company and the managing member of
UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a
member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware
corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and
(iv) Udi Toledano, the managing member of YZT Management LLC.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person.
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. Certifications.
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.
7
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and correct.
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UTA Capital LLC
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By:
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YZT Management LLC,
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its managing member
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Date: August 22, 2011
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By:
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/s/ Udi Toledano
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Udi Toledano
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its managing member
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YZT Management LLC
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By:
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/s/ Udi Toledano
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Udi Toledano
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its managing member
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Alleghany Capital Corporation
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By:
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/s/ Peter R. Sismondo
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Peter R. Sismondo
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Vice President and Treasurer
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Alleghany Corporation
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By:
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/s/ Peter R. Sismondo
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Peter R. Sismondo
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Vice President
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/s/ Udi Toledano
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Udi Toledano
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8
Exhibit Index
Exhibit 1 Joint Filing Agreement dated as of August 22, 2011.
9
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