Monogram Biosciences, Inc. - Amended Statement of Ownership (SC 13G/A)
2007年12月8日 - 7:05AM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
MONOGRAM
BIOSCIENCES, INC.
(Name
of
Issuer)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title
of
Class of Securities)
60975U108
(CUSIP
Number)
December
7, 2007
(Date
of
Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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Rule
13d-1(b)
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X
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Rule
13d-1(c)
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Rule
13d-1(d)
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*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
(“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).
CUSIP
No.
60975U108
1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Kenneth
F. Siebel
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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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Number
of
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5.
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Sole
Voting Power
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4,625,000
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Shares Bene-
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ficially
by
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6.
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Shared
Voting Power
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7,089,400
(1)
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Owned by
Each
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Reporting
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7.
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Sole
Dispositive Power
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4,625,000
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Person With:
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8.
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Shared
Dispositive Power
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7,089,400
(1)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person 11,714,000
(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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11.
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Percent
of Class Represented by Amount in Row (9) 8.9%
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12.
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Type
of Reporting Person (See Instructions) IN,
HC
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(1)
Consistent with Rule 13d-4 under the Act, Mr. Siebel disclaims beneficial
ownership of the securities beneficially owned by (i) any client accounts with
respect to which Mr. Siebel, Private Wealth Partners, LLC or its employees
have
voting or investment discretion, or both, and (ii) certain investment entities,
of which Mr. Siebel or Private Wealth Partners, LLC, is the general partner,
managing general partner, or other manager, to the extent interests in such
entities are controlled by persons other than Mr. Siebel.
(a)
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Name
of Issuer
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Monogram
Biosciences, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
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345
Oyster Point Boulevard
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South
San Francisco, CA 94080
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United
States
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(a)
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Name
of Person Filing
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This
statement is being filed by Kenneth F. Siebel with respect to shares
of
the issuer’s common stock beneficially owned directly and indirectly by
Mr. Siebel, including shares of the issuer’s common stock beneficially
owned by Private Wealth Partners LLC, a California limited liability
company and a registered investment adviser (“IA”). Mr. Siebel controls IA
by virtue of Mr. Siebel’s position as a majority managing member of IA. IA
acts as investment advisor to PWP Partnership Fund, LLC and manages
discretionary client accounts that include shares of the issuer’s common
stock.
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(b)
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Address
of Principal Business Office or, if none, Residence
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80
E Sir Francis Drake Blvd., 4th Floor
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Larkspur,
CA 94939
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(c)
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Citizenship
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Item
4 of the cover page is incorporated by reference.
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(d)
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Title
of Class of Securities
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Common
Stock, par value $0.001 per share
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(e)
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CUSIP
Number
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60975U108
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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:
(a)
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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Investment
company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8).
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(e)
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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A
savings associations as defined in Section 3(b) of the Federal
Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of
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the Investment
Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage
of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
11,714,000
(2)
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(b)
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Percent
of class:
8.9%
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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 to direct the vote
4,625,000
.
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(ii)
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Shared
power to vote or to direct the vote
7,089,400
(2)
.
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(iii)
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Sole
power to dispose or to direct the disposition of
4,625,000
.
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(iv)
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Shared
power to dispose or to direct the disposition of
7,089,400
(2)
.
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(2)
Consistent with Rule 13d-4 under the Act, Mr. Siebel disclaims beneficial
ownership of the securities beneficially owned by (i) any client accounts with
respect to which Mr. Siebel, IA or its employees have voting or investment
discretion, or both, and (ii) certain investment entities, of which Mr. Siebel
or IA is the general partner, managing general partner, or other manager, to
the
extent interests in such entities are controlled by persons other than Mr.
Siebel.
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.
IA,
a
registered investment adviser, and Mr. Siebel, the majority managing member
of
IA, have the right or the power to direct the receipt of dividends from
Common
Stock, and to direct the receipt of proceeds from the sale of common stock
to
IA’s investment advisory clients.
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.
Item
10. 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.
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
December 7, 2007
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KENNETH
F. SIEBEL
/s/
Kenneth F. Siebel
Kenneth
F. Siebel
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Monogram Technologies (NASDAQ:MGRM)
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