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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SGX Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
78423C108
(CUSIP Number)
Megan Coyle
BVF Partners L.P.
900 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
(312) 506-6500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 18, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box
x
The information required on 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.
Biotechnology Value Fund, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
£
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
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6.
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially
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7.
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Sole Voting Power
0
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Owned by Each Reporting Person With
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8.
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Shared Voting Power
1,022,674
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
1,022,674
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,022,674
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
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13.
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Percent of Class Represented by Amount in Row (11):
5.0%
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14.
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Type of Reporting Person (See Instructions):
PN
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1.
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Names of Reporting Persons.
Biotechnology Value Fund II, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
£
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
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6.
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
695,700
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
695,700
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
695,700
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
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13.
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Percent of Class Represented by Amount in Row (11):
3.4%
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14.
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Type of Reporting Person (See Instructions):
PN
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1.
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Names of Reporting Persons.
BVF Investments, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
£
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
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6.
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,491,200
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,491,200
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
2,491,200
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
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13.
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Percent of Class Represented by Amount in Row (11):
12.2%
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14.
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Type of Reporting Person (See Instructions):
OO
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1.
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Names of Reporting Persons.
Investment 10, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
£
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
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6.
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Citizenship or Place of Organization
Illinois
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
301,600
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
301,600
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
301,600
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
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13.
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Percent of Class Represented by Amount in Row (11):
1.5%
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14.
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Type of Reporting Person (See Instructions):
OO
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1.
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Names of Reporting Persons.
BVF Partners L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
£
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
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6.
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially by Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,511,174
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,511,174
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
4,511,174
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
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13.
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Percent of Class Represented by Amount in Row (11):
21.9%
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14.
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Type of Reporting Person (See Instructions):
PN, HC
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1.
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Names of Reporting Persons.
BVF Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
£
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
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6.
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially by Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,511,174
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,511,174
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
4,511,174
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
£
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13.
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Percent of Class Represented by Amount in Row (11):
21.9%
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14.
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Type of Reporting Person (See Instructions):
CO, HC
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ITEM 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.001 per share (the
Common Stock) of SGX Pharmaceuticals, Inc., a Delaware corporation
(SGXP). The principal executive office of SGXP is located at
10505 Roselle Street, San Diego, CA 92121.
ITEM 2. Identity and Background
The persons filing this Statement, the persons enumerated in Instruction C of
this Statement and, where applicable, their respective places of organization,
principal office, general partners, managers, directors, executive officers,
controlling persons and certain information regarding each of them, are as
follows:
(a) Biotechnology
Value Fund, L.P., a Delaware limited partnership ("BVF"),
Biotechnology Value Fund II, L.P., a Delaware limited partnership
("BVF2"), BVF Investments, L.L.C., a Delaware limited liability
company ("Investments"), Investment 10, L.L.C., an Illinois limited
liability company ("ILL10"), BVF Partners L.P., a Delaware limited
partnership ("Partners") and BVF Inc., a Delaware corporation
("BVF Inc.") specialize in holding biotechnology stocks for
investment purposes. Together, BVF, BVF2, Investments, ILL10, Partners and
BVF Inc. are the "Reporting Persons." Mark N. Lampert, an
individual, ("Lampert"), is the sole shareholder, sole director and an
officer of BVF Inc.
(b) The business
address of BVF, BVF2, Investments, ILL10 and Partners is 900 North Michigan
Avenue, Suite 1100, Chicago, Illinois 60611. The business address of
BVF Inc. and Lampert is One Sansome Street, 31st Floor, San Francisco,
California 94104.
(c) Partners is the
general partner of BVF and BVF2, which are investment funds. Partners also is
the manager of Investments, which is also an investment fund. ILL10 is a managed
account, which Partners advises pursuant to an investment management agreement.
BVF Inc. is an investment adviser to and general partner of Partners. For
Lampert's occupation, please refer to (a) above.
(d) During the last
five years, none of the Reporting Persons or Lampert has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last
five years, none of the Reporting Persons or Lampert has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction nor,
as a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Lampert
is a citizen of the United States of America. For the citizenship of each of
BVF, BVF2, Investments, ILL10, Partners, and BVF Inc., please refer to
(a) above
ITEM 3. Source and Amount of Funds or Other Consideration
Partners, in its capacity as (i) general partner of BVF, has purchased on
behalf of such limited partnership an aggregate number of 1,022,674 shares of
the Common Stock for an aggregate consideration of $2,048,031.84,
(ii) general partner of BVF2, has purchased on behalf of such limited
partnership an aggregate number of 695,700 shares of Common Stock for an
aggregate consideration of $1,393,959.70, (iii) manager of
Investments, has purchased on behalf of such limited liability company an
aggregate number of 2,491,200 shares of Common Stock for an aggregate
consideration of $5,078,057.30, and (iv) investment adviser to ILL10, purchased
on behalf of such limited liability company an aggregate of 301,600 shares of
Common Stock for an aggregate consideration of $604,795.10. Each of BVF,
BVF2, Investments and ILL10 purchased the shares held by it using its own
working capital. No borrowed funds were used to purchase the Common Stock
other than any borrowed funds used for working capital purposes in the ordinary
course of business.
ITEM 4. Purpose of Transaction
The Reporting Persons are engaged in the investment business. In pursuing this
business, the Reporting Persons analyze the operations, capital structure and
markets of companies, including the Issuer, on a continuous basis through
analysis of documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation of
management). From time to time, one or more of the Reporting Persons may hold
discussions with third parties or with management of such companies in which the
Reporting Persons may suggest or take a position with respect to potential
changes in the operations, management or capital structure of such companies as
a means of enhancing shareholder value. Such suggestions or positions may relate
to one or more of the transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Exchange Act, including, without limitation, such
matters as disposing of or selling all or a portion of the company or acquiring
another company or business, changing operating or marketing strategies,
adopting or not adopting certain types of anti-takeover measures and
restructuring the Issuer's capitalization or dividend policy.
Except as set forth above, the Reporting Persons do not have any present plans
or proposals that relate to or would result in any of the actions required to be
described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any
time, review or reconsider its position with respect to the Issuer and formulate
plans or proposals with respect to any of such matters, but has no present
intention of doing so.
ITEM 5. Interest in Securities of the Issuer
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The Reporting Persons percentage ownership of Common Stock is based on
20,647,440 shares being outstanding.
(a) As of June 18,
2008, BVF beneficially owns 1,022,674 shares of Common Stock, BVF2 beneficially
owns 695,700 shares of Common Stock, Investments beneficially owns 2,491,200
shares of Common Stock, ILL10 beneficially owns 301,600 shares of Common Stock
and each of Partners and BVF Inc. may be deemed to beneficially own 4,511,174
shares of Common Stock, representing percentage ownership of approximately 5.0%,
3.4%, 12.2%, 1.5% and 21.9%, respectively.
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(b) Each of BVF,
BVF2, Investments and ILL10 shares with Partners voting and dispositive power
over the Common Stock each such entity beneficially owns. Partners and BVF Inc.
share voting and dispositive power over the 4,511,174 shares of Common Stock
they may be deemed beneficially to own with BVF, BVF2 and Investments, and
ILL10.
(c) The following
purchases of Common Stock have been made by the following Reporting Persons
within the last 60 days. All such transactions were made for cash in open
market, over-the-counter transactions.
Purchase of Shares
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Reporting Person
BVF
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Date
06/18/2008
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Shares Purchased
274,257
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Price Per Share
$1.45
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Reporting Person
BVF2
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Date
06/18/2008
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Shares Purchased
187,000
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Sales Price
$1.45
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Reporting Person
BVFLLC
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Date
06/18/2008
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Shares Purchased
644,000
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Sales Price
$1.45
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Reporting Person
ILL10
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Date
06/18/2008
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Shares Purchased
81,000
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Sales Price
$1.45
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ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Partners is the general partner of each of BVF and BVF2 pursuant to limited
partnership agreements which authorize Partners, among other things, to invest
the funds of BVF and BVF2 in the shares of Common Stock and other securities and
to vote, exercise or convert and dispose of such securities. Pursuant to such
limited partnership agreements, Partners is entitled to receive fees based on
assets under management and allocations based on realized and unrealized gains
on such assets. Pursuant to the operating agreement of Investments, Partners is
authorized, among other things, to invest the funds of Ziff Asset Management,
L.P., the majority member of Investments, in the shares of Common Stock and
other securities and to vote, exercise or convert and dispose of such securities
and is entitled to receive fees based on assets under management and allocations
based on realized and unrealized gains on such assets. Pursuant to an investment
management agreement with ILL10, Partners and BVF Inc. have authority,
among other things, to invest funds of ILL10 in the shares of Common Stock and
other securities and to vote, exercise or convert and dispose of such
securities. Pursuant to such investment management agreement, Partners and
BVF Inc. receive fees based on realized and
unrealized gains thereon. BVF Inc. is the general partner of Partners and
may be deemed to own beneficially securities over which Partners exercises
voting and dispositive power.
ITEM 7. Material to be filed as Exhibits
A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as
Exhibit A.
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.
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Dated:
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June 23, 2008
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BIOTECHNOLOGY VALUE FUND, L.P.*
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Inc., its general partner
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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BIOTECHNOLOGY VALUE FUND II, L.P.*
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Inc., its general partner
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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BVF INVESTMENTS, L.L.C.*
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By:
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BVF Partners L.P., its manager
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By:
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BVF Inc., its general partner
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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INVESTMENT 10, L.L.C.*
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By:
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BVF Partners L.P., its investment manager
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By:
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BVF Inc., its general partner
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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BVF PARTNERS L.P. *
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By:
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BVF Inc., its general partner
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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BVF INC.*
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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*The Reporting Person disclaims beneficial ownership except to the extent of its
pecuniary interest therein.
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D dated June 23, 2008, relating to
the Common Stock of SGX Pharmaceuticals, Inc. shall be filed on behalf of the
undersigned.
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BIOTECHNOLOGY VALUE FUND, L.P.
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Inc., its general partner
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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BIOTECHNOLOGY VALUE FUND II, L.P.
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Inc., its general partner
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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BVF INVESTMENTS, L.L.C.
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By:
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BVF Partners L.P., its manager
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By:
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BVF Inc., its general partner
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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INVESTMENT 10, L.L.C.
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By:
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BVF Partners L.P., its investment manager
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By:
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BVF Inc., its general partner
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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BVF PARTNERS L.P.
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By:
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BVF Inc., its general partner
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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BVF INC.
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By:
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/s/ MARK N. LAMPERT
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Mark N. Lampert
President
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