Item
1(a).
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Name
of Issuer:
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YM
BioSciences Inc.
Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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Suite
400, Building 11
5045
Orbiter Drive
Mississauga,
Ontario
Canada
L4W 4Y4
Item
2(a).
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Name
of Person Filing:
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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, which is in voluntary liquidation
(“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 (each of ALSF,
ALSF II, Offshore, Offshore II, QP II, Management, Candens and Mr.
Hoffman is referred to herein as a “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, 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 Stock held by ALSF, ALSF II, Offshore 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:
|
The
address of each Reporting Person filing this statement, other than Offshore II,
is:
666 5th
Avenue, 35
th
Floor
New York,
New York 10103
The
address of Offshore II is:
c/o Simon
Whicker, Liquidator
KPMG
P.O. Box
493
Century
Yard, Cricket Square
Grand
Cayman KY1-106
Cayman
Islands
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).
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Title
of Class of Securities:
|
Common
Shares, no par value
984238105
Item
3.
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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)
|
/
/
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Investment
company registered under Section 8 of the Investment Company
Act;
|
|
(e)
|
/
/
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
/
/
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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)
|
/
/
|
A
non-U.S. institution, in accordance with Rule
13d-1(b)(1)(ii)(J);
|
|
(k)
|
/
/
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(K).
|
The
percentages reported herein are calculated based on 62,502,146 shares of Common
Shares issued and outstanding as of February 1, 2010, as reported in the
Issuer’s Reports of Foreign Private Issuer on Form 6-K filed with the Securities
and Exchange Commission on November 12, 2009 and February 3, 2010.
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 [X].
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
16, 2010
|
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:
|
|
|
|
Kris
Beighton, Joint Voluntary
Liquidator
|
|
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
|