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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)
BIOSANTE PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
09065 V 20 3
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons 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. 09065 V 20 3 |
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1 |
Names
of Reporting Persons |
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2 |
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 |
SEC Use Only |
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4 |
Citizenship
or Place of Organization |
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Number of |
5 |
Sole
Voting Power |
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6 |
Shared
Voting Power |
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7 |
Sole
Dispositive Power |
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8 |
Shared Dispositive Power |
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9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10 |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11 |
Percent
of Class Represented by Amount in Row (9) |
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12 |
Type
of Reporting Person (See Instructions) |
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2
CUSIP No. 09065 V 20 3 |
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1 |
Names
of Reporting Persons |
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2 |
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 |
SEC Use Only |
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4 |
Citizenship
or Place of Organization |
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Number of |
5 |
Sole
Voting Power |
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6 |
Shared
Voting Power |
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7 |
Sole
Dispositive Power |
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8 |
Shared Dispositive Power |
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9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10 |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11 |
Percent
of Class Represented by Amount in Row (9) |
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12 |
Type
of Reporting Person (See Instructions) |
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3
Item 1(a). |
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Name
of Issuer: |
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Item 1(b). |
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Address
of Issuers Principal Executive Offices: |
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Item 2(a). |
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Name
of Person Filing: |
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Item 2(b). |
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Address
or Principal Business Office or, if none, Residence: |
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Item 2(c). |
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Citizenship: |
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Item 2(d). |
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Title
of Class of Securities: |
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Item 2(e). |
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CUSIP
Number: |
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Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Securities Exchange Act of 1934 (the Act). |
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(b) |
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Bank, as defined in section 3(a)(6) of the Act. |
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(c) |
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Insurance company, as defined in section 3(a)(19) of the Act. |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940. |
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(e) |
o |
An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E). |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
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(g) |
o |
A parent holding company or control person, in accordance with Rule 13d-1(b)(ii)(G). |
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(h) |
o |
A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act. |
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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 the Investment Company Act of 1940. |
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(j) |
o |
A non-US institution in accordance with Rule 13d1(b)(1)(ii)(J). |
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(k) |
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Group, in accordance with Rule 13d1(b)(1)(ii)(K). |
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Item 4. |
Ownership: |
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(a) |
Amount beneficially owned: Mr. Manganos beneficial ownership includes: (1) 85,756 shares of common stock; (2) 49,166 shares of common stock issuable upon exercise of stock options exercisable within 60 days; (3) 1,909,661 shares of common stock held by JO & Co., of which Mr. Mangano is President, (4) 30,000 shares of common stock held by Oliver & Co., of which Mr. Mangano is the trustee and (6) an aggregate of 214,999 shares of common stock held in various accounts, of which Mr. Mangano is an advisor and/or a trustee.
JO & Co.s beneficial ownership consists of 1,909,661 shares of common stock. |
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(b) |
Percent of class: 8.5% for Mr. Mangano and 7.1% for JO & Co. The foregoing percentages are calculated based on the 27,042,764 shares of common stock reported to be outstanding by BioSante on its most recently filed quarterly report on Form 10-Q for the quarter ended September 30, 2008. |
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(c) |
Number of shares as to which Mr. Mangano has: |
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(i) |
Sole power to vote or to direct the vote 2,289,582 |
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(ii) |
Shared power to vote or to direct the vote 0 |
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(iii) |
Sole power to dispose or to direct the disposition of 2,289,582 |
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(iv) |
Shared power to dispose or to direct the disposition of 0 |
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Number of shares as to which JO & Co. has: |
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(i) |
Sole power to vote or to direct the vote 1,909,661 |
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(ii) |
Shared power to vote or to direct the vote 0 |
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(iii) |
Sole power to dispose or to direct the disposition of 1,909,661 |
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(iv) |
Shared power to dispose or to direct the disposition of 0 |
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Item 5. |
Ownership of Five Percent or Less of a Class: |
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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 5 percent of the class of securities, check the following: o. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
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Not Applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
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Not Applicable. |
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Item 8. |
Identification and Classification of Members of the Group: |
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Not Applicable. |
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Item 9. |
Notice of Dissolution of Group: |
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Not Applicable. |
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Item 10. |
Certifications: |
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Not Applicable. |
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.
Date: February 1, 2009 |
/s/ Ross J. Mangano |
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Ross J. Mangano |
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JO & Co. |
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By: |
/s/ Ross J. Mangano |
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Ross J. Mangano |
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Its: |
President |
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EXHIBIT 1
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Amendment No. 8 to Schedule 13G need be filed with respect to ownership by each of the undersigned of shares of common stock of BioSante Pharmaceuticals, Inc.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Dated: February 1, 2009
/s/ Ross J. Mangano |
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Ross J. Mangano |
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JO & Co |
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By: |
/s/ Ross J. Mangano |
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Ross J. Mangano |
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Its: |
President |
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