Item
1(a).
|
Name
of Issuer:
|
YM
BioSciences Inc.
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
Suite
400, Building 11,
5045
Orbiter Drive
Mississauga,
Ontario
Canada
L4W 4Y4
Item
2(a).
|
Name
of Person Filing:
|
This
statement is jointly filed by Accipiter
Life Sciences Fund, LP, a Delaware
limited partnership (“ALSF”), Accipiter Life Sciences Fund (Offshore),
Ltd., a
Cayman Islands company (“Offshore”), Accipiter Life Sciences Fund II,
LP, a
Delaware limited partnership (“ALSF II”), Accipiter Life Sciences Fund II
(Offshore), Ltd., a Cayman Islands
Company (“Offshore II”), Accipiter Life
Sciences Fund II (QP), LP, a Delaware
limited partnership (“QP II”),
Accipiter Capital Management, LLC,
a Delaware limited liability company
(“Management”), Candens Capital, LLC, a Delaware
limited liability company
(“Candens”) and Gabe Hoffman (together with
ALSF, ALSF II, Offshore,
Offshore II, QP II, Management and Candens, the “Reporting
Person”). Because Gabe Hoffman is the managing
member of Candens
(Gabe Hoffman and Candens are hereinafter
referred to as the “Domestic
Controlling Persons”), which in turn is the general partner
of ALSF,
ALSF II and QP II, and because Gabe Hoffman is the
managing member of
Management (Gabe Hoffman and Management
are hereinafter referred to as the
“Foreign Controlling Persons”), which in turn is the investment
manager of
Offshore and Offshore II, the Domestic Controlling Persons
and Foreign
Controlling Persons may be deemed,
pursuant to Rule 13d-3 of the Securities
Exchange Act of 1934, as amended
(the “Act”), to be the beneficial owners of
all
shares of Common Shares held by ALSF,
ALSF II, Offshore, Offshore II
and QP II. The Reporting Persons are filing
this joint
statement, as they may be considered
a “group” under Section 13(d)(3) of
the Act. However, neither the fact of this
filing nor anything
contained herein shall be deemed
to be an admission by the Reporting
Persons
that such a group exists.
Item
2(b).
|
Address
of Principal Business Office
or, if None,
Residence:
|
399
Park
Avenue, 38
th
Floor
New
York,
New York 10022
ALSF,
ALSF II, QP II, Candens and Management
are organized under the laws of the
State of Delaware. Offshore and Offshore II are organized
under the
laws of the Cayman Islands. Gabe Hoffman is a citizen of the
United
States of America.
Item
2(d).
|
Title
of Class of Securities:
|
Common
Shares, no par value
984238105
Item
3.
|
If
This Statement is Filed
Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c),
Check Whether the Person
Filing is
a:
|
|
(a)
|
/
/
|
Broker
or dealer registered under
Section 15 of the Exchange
Act.
|
|
(b)
|
/
/
|
Bank
as defined in Section 3(a)(6)
of the Exchange
Act.
|
|
(c)
|
/
/
|
Insurance
company as defined in Section
3(a)(19) of the Exchange
Act.
|
|
(d)
|
/
/
|
Investment
company registered under
Section 8 of the Investment
Company
Act.
|
|
(e)
|
/
/
|
An
investment adviser in accordance
with Rule
13d-1(b)(1)(ii)(E).
|
|
(f)
|
/
/
|
An
employee benefit plan or
endowment fund in accordance
with Rule
13d-1(b)(1)(ii)(F).
|
|
(g)
|
/
/
|
A
parent holding company
or control person in accordance
with Rule
13d-1(b)(1)(ii)(G).
|
|
(h)
|
/
/
|
A
savings association as
defined in Section 3(b)
of the Federal Deposit
Insurance Act.
|
|
(i)
|
/
/
|
A
church plan that is excluded
from the definition of
an investment company
under Section 3(c)(14)
of the Investment Company
Act.
|
|
(j)
|
/
/
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
The
percentages reported herein are calculated
based on 55,835,356 shares of Common
Shares issued and outstanding as
of December 31, 2007, as reported
in the
Issuer’s Quarterly Report on Form 6-K filed
with the Securities and Exchange
Commission on February 7, 2008.
See
Cover
Pages Items 5–11.
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 [].
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.
|
See
Exhibit A to Schedule 13G dated December
10, 2007.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable
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.
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 14, 2008
|
ACCIPITER
LIFE SCIENCES FUND, LP
|
|
|
|
By:
|
Candens
Capital, LLC
its
general partner
|
|
|
|
By:
|
/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
ACCIPITER
LIFE SCIENCES FUND II,
LP
|
|
|
|
By:
|
Candens
Capital, LLC
its
general partner
|
|
|
|
By:
|
/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
ACCIPITER
LIFE SCIENCES FUND (OFFSHORE),
LTD.
|
|
|
|
By:
|
Accipiter
Capital Management, LLC
its
investment manager
|
|
|
|
By:
|
/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
ACCIPITER
LIFE SCIENCES FUND II (OFFSHORE),
LTD.
|
|
|
|
By:
|
Accipiter
Capital Management, LLC
its
investment manager
|
|
|
|
By:
|
/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
ACCIPITER
LIFE SCIENCES FUND II (QP),
LP
|
|
|
|
By:
|
Candens
Capital, LLC
its
general partner
|
|
|
|
By:
|
/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
ACCIPITER
CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
CANDENS
CAPITAL, LLC
|
|
|
|
By:
|
/s/
Gabe Hoffman
|
|
|
Gabe
Hoffman, Managing Member
|
|
/s/
Gabe Hoffman
|
|
GABE
HOFFMAN
|