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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:
 
 
 
 
Rule 13d-1(b)
 
X
 
Rule 13d-1(c)
      
Rule 13d-1(d)

 
*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.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Kenneth F. Siebel
       
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
     
 
(a) o
   
 
(b)  o
       
3.
SEC Use Only
       
       
4.
Citizenship or Place of Organization
United States
       
Number of
5.
Sole Voting Power
4,625,000
Shares Bene-      
ficially by
6.
Shared Voting Power
7,089,400 (1)
Owned by Each      
Reporting
7.
Sole Dispositive Power
4,625,000
Person With:      
 
8.
Shared Dispositive Power
7,089,400 (1)
       
9.
Aggregate Amount Beneficially Owned by Each Reporting Person 11,714,000 (1)
       
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
       
11.
Percent of Class Represented by Amount in Row (9) 8.9%
       
12.
Type of Reporting Person (See Instructions) IN, HC
 
 
(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.

Page 2 of 5 pages

 
Item 1.
 
(a)
Name of Issuer
   
 
Monogram Biosciences, Inc.
   
(b)
Address of Issuer’s Principal Executive Offices
   
 
345 Oyster Point Boulevard
 
South San Francisco, CA 94080
 
United States
 
Item 2.
 
(a)
Name of Person Filing
   
 
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.
   
(b)
Address of Principal Business Office or, if none, Residence
   
 
80 E Sir Francis Drake Blvd., 4th Floor
 
Larkspur, CA 94939
   
(c)
Citizenship
   
 
Item 4 of the cover page is incorporated by reference.
   
(d)
Title of Class of Securities
   
 
Common Stock, par value $0.001 per share
   
(e)
CUSIP Number
   
 
60975U108
 
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)
 
 
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
(b)
 
 
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
(c)
 
 
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
(d)
 
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
(e)
 
 
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
(f)
 
 
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
(g)
 
 
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
       
(h)
 
 
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
(i)
 
 
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of
      the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
(j)
 
 
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Page 3 of 5 pages

 
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.
   
(a)
Amount beneficially owned: 11,714,000 (2) .
   
(b)
Percent of class: 8.9% .
   
(c)
Number of shares as to which the person has:
     
 
(i)
Sole power to vote or to direct the vote 4,625,000 .
     
 
(ii)
Shared power to vote or to direct the vote 7,089,400 (2) .
     
 
(iii)
Sole power to dispose or to direct the disposition of 4,625,000 .
     
 
(iv)
Shared power to dispose or to direct the disposition of 7,089,400 (2) .
 
(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.

Page 4 of 5 pages


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
 
 
KENNETH F. SIEBEL


/s/ Kenneth F. Siebel        

Kenneth F. Siebel
 
Page 5 of 5 pages

 
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