UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 6)
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, 2006
(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 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. 09065
V 20 3
|
SCHEDULE
13G/A
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Page
2 of 5
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1
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NAME
OF REPORTING PERSON
I.R.S.
Identification No. of above persons (entities only)
Ross
J. Mangano
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(See
Instructions)
(a) o
(b) x
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
2,117,916
(see Item 4)
|
|
6
|
SHARED
VOTING POWER
0
|
|
|
7
|
SOLE
DISPOSITIVE POWER
2,117,916
(see Item 4)
|
|
|
8
|
SHARED
DISPOSITIVE POWER
0
(see Item 4)
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
2,117,916
(see Item 4)
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
(See
Instructions)
Not
Applicable
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1%
|
|
|
12
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TYPE
OF REPORTING PERSON*
IN
|
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Page
2 of
9
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CUSIP
NO. 09065
V 20 3
|
SCHEDULE
13G/A
|
Page
3 of 5
|
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1
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NAME
OF REPORTING PERSON
I.R.S.
Identification No. of above persons (entities only)
JO
& Co.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(See
Instructions)
(a) ¨
(b) x
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Indiana
|
|
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,759,661
(see Item 4)
|
|
6
|
SHARED
VOTING POWER
0
|
|
|
7
|
SOLE
DISPOSITIVE POWER
1,759,661
(see Item 4)
|
|
|
8
|
SHARED
DISPOSITIVE POWER
0
(see Item 4)
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
1,759,661
(see Item 4)
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* o (See Instructions)
Not
Applicable
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
|
|
|
12
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TYPE
OF REPORTING PERSON*
CO
|
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Page
3 of
9
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CUSIP
NO. 09065
V 20 3
|
SCHEDULE
13G/A
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Page
4 of 5
|
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1
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NAME
OF REPORTING PERSON
I.R.S.
Identification No. of above persons (entities only)
Oliver
& Co.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(See
Instructions)
(a) ¨
(b) x
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Indiana
|
|
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
30,000
(see Item 4)
|
|
6
|
SHARED
VOTING POWER
0
|
|
|
7
|
SOLE
DISPOSITIVE POWER
30,000
(see Item 4)
|
|
|
8
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SHARED
DISPOSITIVE POWER
0
(see Item 4)
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
30,000
(see Item 4)
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
(See
Instructions)
Not
Applicable
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.13%
|
|
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12
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TYPE
OF REPORTING PERSON*
PN
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Page
4 of
9
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Item
1(a).
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Name
of Issuer:
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The
name
of the issuer is BioSante Pharmaceuticals, Inc.
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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The
address of the principal executive offices of BioSante is 111 Barclay Boulevard,
Lincolnshire, Illinois 60069.
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Item
2(a).
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Name
of Person Filing:
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This
Amendment No. 6 to Schedule 13G is being filed by and on behalf of Ross
J.
Mangano, JO & Co. and Oliver & Co.
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Item
2(b).
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Address
or Principal Business Office or, if none,
Residence:
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The
address of Mr. Mangano’s, JO & Co.’s and Oliver & Co.’s principal place
of business is 112 West Jefferson Boulevard, Suite 613, South Bend, Indiana
46634.
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Item
2(c).
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Citizenship:
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Mr.
Mangano is a United States citizen, JO & Co. is an Indiana corporation and
Oliver & Co. is an Indiana partnership.
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Item
2(d).
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Title
of Class of Securities:
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The
class
of equity securities to which this Statement relates is the common stock,
$0.0001 par value per share, of BioSante Pharmaceuticals, Inc.
|
Item
2(e).
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CUSIP
Number:
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The
CUSIP
number of the common stock is 09065 V 20 3.
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Item
3.
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If
this Statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c),
check whether the filing person is a:
|
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(a)
|
o |
Broker
or dealer registered under Section 15 of the Securities Exchange
Act of
1934 (the “Act”).
|
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(b)
|
o |
Bank,
as defined in Section 3(a)(6) of the Act.
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(c)
|
o |
Insurance
company, as defined in Section 3(a)(19) of the Act.
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(d)
|
o |
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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Page
5 of
9
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(g)
|
o
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A
parent holding company or control person, in accordance with
Rule
13d-1(b)(ii)(G).
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||
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(h)
|
o
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A
savings association, as defined in Section 3(b) of the Federal
Deposit
Insurance Act.
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||
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(i)
|
o
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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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||
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(j)
|
o
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership:
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(a)
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Amount
beneficially owned:
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Mr.
Mangano’s beneficial ownership includes: (1) 70,756 shares of common stock;
(2) 42,500 shares of common stock issuable upon exercise of stock options
exercisable within 60 days; (3) 1,613,149 shares of common stock and 146,512
shares of common stock issuable upon exercise of a warrant 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 1,613,149 shares of common stock and
146,512 shares of common stock issuable upon exercise of a warrant.
Oliver
& Co.’s beneficial ownership consists of 30,000 shares of common
stock.
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(b)
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Percent
of class: 9.1% for Mr. Mangano, 7.6% for JO & Co. and .13% for Oliver
& Co. The foregoing percentages are calculated based on the 22,975,040
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, 2006.
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(c)
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Number
of shares as to which Mr. Mangano
has:
|
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(i)
|
Sole
power to vote or to direct the vote
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2,117,916
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(ii)
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Shared
power to vote or to direct the vote
|
0
|
|
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|||
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(iii)
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Sole
power to dispose or to direct the disposition of
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2,117,916
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|
|
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|||
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(iv)
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Shared
power to dispose or to direct the disposition of
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0
|
|
|
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|||
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Number
of shares as to which JO & Co. has:
|
|||
|
(i)
|
Sole
power to vote or to direct the vote
|
1,759,661
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Page
6 of
9
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(ii)
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Shared
power to vote or to direct the vote
|
0
|
|
|
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|||
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(iii)
|
Sole
power to dispose or to direct the disposition of
|
1,759,661
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|
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|||
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(iv)
|
Shared
power to dispose or to direct the disposition of
|
0
|
|
|
Number
of shares as to which Oliver & Co. has:
|
|||
|
(i)
|
Sole
power to vote or to direct the vote
|
30,000
|
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(ii)
|
Shared
power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
30,000
|
|
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(iv)
|
Shared
power to dispose or to direct the disposition of
|
0
|
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Item
5.
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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 5 percent
of
the class of securities, check the following: o.
|
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:
|
Not
Applicable.
|
Item
9.
|
Notice
of Dissolution of Group:
|
Not
Applicable.
|
Item
10.
|
Certifications:
|
Not
Applicable.
Page
7 of
9
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, 2007
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/s/
|
Ross
J. Mangano
|
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Ross
J. Mangano
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||||
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JO
& Co.
|
||||
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By:
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/s/ Ross J. Mangano
|
|||
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Ross
J. Mangano
|
||||
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Its:
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President
|
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Oliver
& Co.
|
||||
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By:
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/s/ Ross J. Mangano
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|||
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Ross
J. Mangano
|
||||
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Its:
|
President
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Page 8
of 9
EXHIBIT
1
Pursuant
to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned
hereby agree that only one statement containing the information required
on
Amendment No. 6 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, 2007
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/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
|
|
|
Ross
J. Mangano
|
||
|
Its:
|
President
|
|
|
Oliver
& Co.
|
||
|
By:
|
/s/ Ross J. Mangano
|
|
|
Ross
J. Mangano
|
||
|
Its:
|
President
|
|