UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Halozyme Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
| 40637H109 (CUSIP Number) |
December 31, 2005
(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. 40637H109
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
QVT Financial LP 11-3694008 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power
0 6. Shared Voting Power
6,036,779 shares of common stock 7. Sole Dispositive Power
0 8. Shared Dispositive Power
6,036,779 shares of common stock |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,036,779 shares of common stock |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
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| 11. | Percent of Class Represented by Amount in Row (9)
9.999% |
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| 12. | Type of Reporting Person (See Instructions)
PN |
Page 2 of 9 pages
CUSIP No. 40637H109
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
QVT Financial GP LLC 11-3694007 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power
0 6. Shared Voting Power
6,036,779 shares of common stock 7. Sole Dispositive Power
0 8. Shared Dispositive Power
6,036,779 shares of common stock |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,036,779 shares of common stock |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
9.999% |
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| 12. | Type of Reporting Person (See Instructions)
OO |
Page 3 of 9 pages
CUSIP No. 40637H109
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
QVT Fund LP 98-0415217 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power
0 6. Shared Voting Power
5,611,779 shares of common stock 7. Sole Dispositive Power
0 8. Shared Dispositive Power
5,611,779 shares of common stock |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,611,779 shares of common stock |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
9.295% |
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| 12. | Type of Reporting Person (See Instructions)
PN |
Page 4 of 9 pages
CUSIP No. 40637H109
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
QVT Associates GP LLC 01-0798253 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power
0 6. Shared Voting Power
5,611,779 shares of common stock 7. Sole Dispositive Power
0 8. Shared Dispositive Power
5,611,779 shares of common stock |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,611,779 shares of common stock |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
9.295% |
|||
| 12. | Type of Reporting Person (See Instructions)
OO |
Page 5 of 9 pages
| Item 1 |
(a). |
Name of Issuer | ||||||||||
| Halozyme Therapeutics, Inc. (the “Issuer”) | ||||||||||||
| Item 1 |
(b). |
Address of Issuer’s Principal Executive Offices | ||||||||||
| The address of the Issuer’s principal executive offices is:
11588 Sorrento Valley Road, Suite 17, San Diego, CA 92121 |
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| Item 2 |
(a). |
Name of Person Filing | ||||||||||
| Item 2 |
(b). |
Address of Principal Business Office or, if none, Residence | ||||||||||
| Item 2 |
(c). |
Citizenship | ||||||||||
| QVT Financial LP 527 Madison Avenue, 8th Floor New York, New York 10022 Delaware Limited Partnership |
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| QVT Financial GP LLC 527 Madison Avenue, 8th Floor New York, New York 10022 Delaware Limited Liability Company |
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| QVT Fund LP Walkers SPV, Walkers House P.O. Box 908GT Mary Street George Town, Grand Cayman, Cayman Islands Cayman Islands Limited Partnership |
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| QVT Associates GP LLC 527 Madison Avenue, 8th Floor New York, New York 10022 Delaware Limited Liability Company |
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| Item 2 |
(d). |
Title of Class of Securities | ||||||||||
| The title of the securities is common stock, par value $0.001 per share (the “Common Stock”). | ||||||||||||
| Item 2 |
(e). |
CUSIP Number | ||||||||||
| The CUSIP number of the Common Stock is 40637H109. | ||||||||||||
| 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 6 of 9 pages
| Item 4. |
Ownership. | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”), which beneficially owns 5,611,779 shares of Common Stock, consisting of 5,285,000 shares of Common Stock and 326,779 warrants to purchase additional Common Shares (the “Warrants”). QVT Financial is also the investment manager for a separate discretionary account managed for Deutsche Bank AG (the “Separate Account”), which holds 425,000 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 6,036,779 shares of Common Stock, consisting of the shares owned or eligible for purchase by the Fund and the shares held in the Separate Account.
The aggregate number of shares underlying the Warrants is 960,000. Because the Warrants contain an issuance limitation prohibiting the Fund from exercising the Warrants to the extent that such exercise would result in beneficial ownership by the Fund or QVT Financial of more than 9.999% of the Common Shares then issued and outstanding, the Warrants currently are exercisable for 326,779 shares of Common Stock. This limitation may not be waived.
The approximate percentage of shares of Common Stock reported beneficially owned by each reporting person herein is based upon 60,373,818 shares outstanding, which reflects the sum of (i) 60,047,039 shares of Common Stock issued and outstanding as of December 16, 2005, and (ii) the 326,779 shares of Common Stock underlying the Warrants.
QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Fund, may be deemed to beneficially own the same number of shares of Common Stock reported by the Fund.
Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Fund and the shares of Common Stock held in the Separate Account. QVT Associates GP LLC disclaims beneficial ownership of all shares of Common Stock beneficially owned by the Fund, except to the extent of its pecuniary interest therein. |
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| (b) | Percent of class: | |||||||||
| See Item 11 of the Cover Pages to this Schedule 13G. | ||||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| See item (a) above. | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| See item (a) above. | ||||||||||
| 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. | |||||||||
| Not Applicable | ||||||||||
| 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 7 of 9 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: February 13, 2006
| QVT FINANCIAL LP | QVT FUND LP | |||||
| By QVT Financial GP LLC, its General Partner |
By QVT Associates GP LLC, its General Partner | |||||
| By: |
/s/ Lars Bader |
By: |
/s/ Lars Bader | |||
| Name: |
Lars Bader |
Name: |
Lars Bader | |||
| Title: |
Managing Member |
Title: |
Managing Member | |||
| By: |
/s/ Tracy Fu |
By: |
/s/ Tracy Fu | |||
| Name: |
Tracy Fu |
Name: |
Tracy Fu | |||
| Title: |
Managing Member |
Title: |
Managing Member | |||
| QVT FINANCIAL GP LLC | QVT ASSOCIATES GP LLC | |||||
| By: |
/s/ Lars Bader |
By: |
/s/ Lars Bader | |||
| Name: |
Lars Bader |
Name: |
Lars Bader | |||
| Title: |
Managing Member |
Title: |
Managing Member | |||
| By: |
/s/ Tracy Fu |
By: |
/s/ Tracy Fu | |||
| Name: |
Tracy Fu |
Name: |
Tracy Fu | |||
| Title: |
Managing Member |
Title: |
Managing Member | |||
Page 8 of 9 pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 13, 2006
| QVT FINANCIAL LP | QVT FUND LP | |||||
| By QVT Financial GP LLC, its General Partner |
By QVT Associates GP LLC, its General Partner | |||||
| By: |
/s/ Lars Bader |
By: |
/s/ Lars Bader | |||
| Name: |
Lars Bader |
Name: |
Lars Bader | |||
| Title: |
Managing Member |
Title: |
Managing Member | |||
| By: |
/s/ Tracy Fu |
By: |
/s/ Tracy Fu | |||
| Name: |
Tracy Fu |
Name: |
Tracy Fu | |||
| Title: |
Managing Member |
Title: |
Managing Member | |||
| QVT FINANCIAL GP LLC | QVT ASSOCIATES GP LLC | |||||
| By: |
/s/ Lars Bader |
By: |
/s/ Lars Bader | |||
| Name: |
Lars Bader |
Name: |
Lars Bader | |||
| Title: |
Managing Member |
Title: |
Managing Member | |||
| By: |
/s/ Tracy Fu |
By: |
/s/ Tracy Fu | |||
| Name: |
Tracy Fu |
Name: |
Tracy Fu | |||
| Title: |
Managing Member |
Title: |
Managing Member | |||
Page 9 of 9 pages