UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
A.P. PHARMA, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
00202J104
- --------------------------------------------------------------------------------
(CUSIP Number)
APRIL 27, 2004
- --------------------------------------------------------------------------------
(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)
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*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).
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CUSIP No. 00202J104 13G Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
Great Point Partners, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
- 0 -
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED
1,876,607 (See Item 4)
BY EACH REPORTING
7. SOLE DISPOSITIVE POWER
PERSON WITH - 0 -
8. SHARED DISPOSITIVE POWER
1,876,607 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,876,607 (See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
1. NAMES OF REPORTING PERSONS
Dr. Jeffrey R. Jay, M.D.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
- 0 -
NUMBER OF SHARES 6. SHARED VOTING POWER
BENEFICIALLY OWNED 1,876,607 (See Item 4)
BY EACH REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH - 0 -
8. SHARED DISPOSITIVE POWER
1,876,607 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,876,607 (See Item 4)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
ITEM 1. NAMES OF REPORTING PERSONS
(a) Name of Issuer
A.P. Pharma, Inc. (the "Company").
(b) Address of Issuer's Principal Executive Offices
The Company's principal executive office is located at 123 Saginaw
Drive, Redwood City, CA 94063.
ITEM 2.
(a) Name of Person Filing
This Schedule 13G is being jointly filed by Great Point Partners,
LLC ("Great Point") and Dr. Jeffrey R. Jay with respect to the
ownership of the shares of Common Stock by Biomedical Value Fund,
L.P. ("BMVF") and Biomedical Offshore Value Fund, Ltd. ("BOVF").(1)
Dr. Jay and Great Point are referred to in this Schedule G as the
"Reporting Persons."
The Reporting Persons have entered into a Joint Filing Agreement,
dated February 11, 2005, a copy of which is filed with this
Amendment No. 1 to Schedule 13G as Exhibit A, pursuant to which the
Reporting Persons have agreed to file this statement jointly in
accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b) Address of Principal Business Office, or if none, Residence
The address of the principal business office of each of the
Reporting Persons is 2 Pickwick Plaza, Greenwich, CT 06830.
(c) Citizenship
Great Point is organized as a limited liability company under the
laws of the State of Delaware. Dr. Jay is a United States citizen.
(d) Title of Class of Securities
Common Stock, par value $.01 per share.
(e) CUSIP Number
00202J104
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(1) Great Point is the investment manager of BMVF and BOVF and by virtue of
such status may be deemed to be the beneficial owner of the shares of
Common Stock held by BMVF and BOVF. Dr. Jeffrey R. Jay, MD as senior
managing member of Great Point ("Dr. Jay"), has voting and investment
power with respect to the shares of Common Stock held by BMVF and BOVF and
may be deemed to be the beneficial owner of the shares of Common Stock
held by BMVF and BOVF. Great Point and Dr. Jay disclaim beneficial
ownership of the shares of Common Stock held by BMVF and BOVF, except to
the extent of any pecuniary interest, and this report shall not be deemed
to be an admission that they are the beneficial owners of such securities.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR
240.13D.2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
(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
ss.240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with ss.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 ss.240.13d-1(b)(1)(ii)(J).
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.
1. GREAT POINT PARTNERS, LLC(2)
(a) Amount beneficially owned: 1,876,607.
(b) Percent of class: 7.5%.
(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 1,876,607.
(iii) Sole power to dispose or to direct the disposition of
- 0 -.
(iv) Shared power to dispose or to direct the disposition
of: 1,876,607.
1. DR. JEFFREY R. JAY(2)
(a) Amount beneficially owned: 1,876,607.
(b) Percent of class: 7.5%.
(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 1,876,607.
(iii) Sole power to dispose or to direct the disposition of
- 0 -.
(iv) Shared power to dispose or to direct the disposition
of: 1,876,607.
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
each of the Reporting Persons 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:
See response to Item 4.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not Applicable.
- ----------
(2) See Note 2.
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
participant in any transaction having that purpose or effect.
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.
Great Point Partners, LLC
By: /s/ Dr. Jeffrey R. Jay
------------------------------
Name: Dr. Jeffrey R. Jay
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Its: Senior Managing Member
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/s/ Dr. Jeffrey R. Jay
------------------------------------
Dr. Jeffrey R. Jay, Individually
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such Schedule
13G and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: February 11, 2005
Great Point Partners, LLC
By: /s/ Dr. Jeffrey R. Jay
------------------------------
Name: Dr. Jeffrey R. Jay
------------------------------
Its: Senior Managing Member
------------------------------
/s/ Dr. Jeffrey R. Jay
------------------------------------
Dr. Jeffrey R. Jay, individually