- Amended Statement of Ownership (SC 13G/A)
15 Abril 2010 - 3:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO.3)
JAVELIN
PHARMACEUTICALS, INC.
_____________________________________________
(Name of
Issuer)
Common
Stock, par value $.001 per share
__________________________
(Title of
Class of Securities)
471894105
______________________________________________
(CUSIP
Number)
April 12,
2010
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
*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. 471894105
|
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Theta
Investors LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
¨
|
|
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
|
111,111
|
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8
|
SHARED
DISPOSITIVE POWER
|
111,111
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
111,111*
|
|
*Includes
111,111 warrants exercisable to acquire 111,111 shares of common
stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
|
0.17%
|
|
12
|
TYPE
OF REPORTING PERSON
|
OO
|
|
CUSIP
NO. 471894105
|
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Wexford
Spectrum Investors LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
¨
|
|
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
|
111,111
|
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8
|
SHARED
DISPOSITIVE POWER
|
111,111
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
111,111*
|
|
*Includes
111,111 warrants exercisable to acquire 111,111 shares of common
stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
|
0.17%
|
|
12
|
TYPE
OF REPORTING PERSON
|
OO
|
|
CUSIP
NO. 471894105
|
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Wexford
Capital LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
¨
|
|
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
|
222,222
|
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8
|
SHARED
DISPOSITIVE POWER
|
222,222
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
222,222*
|
|
*Includes
222,222 warrants exercisable to acquire 222,222 shares of common
stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
|
0.34%
|
|
12
|
TYPE
OF REPORTING PERSON
|
PN
|
|
CUSIP
NO. 471894105
|
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Wexford
GP LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
¨
|
|
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
|
222,222
|
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8
|
SHARED
DISPOSITIVE POWER
|
222,222
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
222,222*
|
|
*Includes
222,222 warrants exercisable to acquire 222,222 shares of common
stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
|
0.34%
|
|
12
|
TYPE
OF REPORTING PERSON
|
OO
|
|
CUSIP
NO. 471894105
|
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Charles
E. Davidson
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
0
|
|
6
|
SHARED
VOTING POWER
|
222,222
|
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8
|
SHARED
DISPOSITIVE POWER
|
222,222
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
222,222*
|
|
*Includes
222,222 warrants exercisable to acquire 222,222 shares of common
stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
|
0.34%
|
|
12
|
TYPE
OF REPORTING PERSON
|
IN
|
|
CUSIP
NO. 471894105
|
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Joseph
M. Jacobs
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
0
|
|
6
|
SHARED
VOTING POWER
|
222,222
|
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
|
8
|
SHARED
DISPOSITIVE POWER
|
222,222
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
222,222*
|
|
*Includes
222,222 warrants exercisable to acquire 222,222 shares of common
stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
|
0.34%
|
|
12
|
TYPE
OF REPORTING PERSON
|
IN
|
This
Amendment No. 3 to Schedule 13G modifies and supplements the Schedule 13G
initially filed on November 14, 2005, as amended by Amendment No. 1 to Schedule
13G filed on February 7, 2006 and Amendment No. 2 to Schedule 13G filed on
February 9, 2009 (the “Statement”), with respect to the common stock, $0.001 par
value per share (the “Common Stock”), of Javelin Pharmaceuticals, Inc., a
Delaware corporation (the “Company”). Except to the extent supplemented by the
information contained in this Amendment No. 3, the Statement, as amended as
provided herein, remains in full force and effect. Capitalized terms
used herein without definition have the respective meanings ascribed to them in
the Statement.
Item
1.
JAVELIN
PHARMACEUTICALS, INC.
|
|
(b)
|
Address
of Issuer’s Principal Executive
Offices:
|
125
CambridgePark Drive
Cambridge,
MA 02140
Item
2.
|
|
(a)
|
Name
of Persons Filing (collectively, the “
Reporting
Persons
”):
|
|
|
(ii)
|
Wexford
Spectrum Investors LLC
|
|
|
(b)
|
Address
of Principal Business Office, or, if none, Residence of Reporting
Persons:
|
c/o
Wexford Capital LP
Suite
125
411 West
Putnam Avenue
Greenwich,
Connecticut 06830
|
|
(i)
|
Theta
Investors LLC - Delaware
|
|
|
(ii)
|
Wexford
Spectrum Investors LLC – Delaware
|
|
|
(iii)
|
Wexford
Capital LP – Delaware
|
|
|
(iv)
|
Wexford
GP LLC - Delaware
|
|
|
(v)
|
Charles
E. Davidson - United States
|
|
|
(vi)
|
Joseph
M. Jacobs - United States
|
|
|
(d)
|
Title
of Class of Securities:
|
common
stock, par value $0.001 per share
|
|
(e)
|
CUSIP
Number: 471894105
|
|
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:
N/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).
|
|
|
Since
the date of the last Statement, certain of the Reporting Persons sold
5,739,250 shares of the Company’s common stock. As a result of the
foregoing, set forth below is the aggregate number of shares and
percentage of common stock identified in Item 1 beneficially owned by the
Reporting Persons (which number includes shares of common stock issuable
upon the exercise of warrants). Information set forth below is on the
basis of 64,368,371 shares of Common Stock issued and outstanding which
upon information and belief is the number of Common Stock reported in the
Company 10-K filed on March 8,
2010.
|
(i) Theta Investors LLC
|
|
(a)
|
Amount beneficially owned:
111,111
|
|
|
(b)
|
Percent
of class: 0.17%
|
|
|
(c)
|
Number
of shares 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: 111,111
|
|
|
(iii)
|
Sole power to dispose or to
direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
111,111
|
(ii) Wexford Spectrum Investors
LLC
|
|
(a)
|
Amount beneficially owned:
111,111
|
|
|
(b)
|
Percent
of class: 0.17%
|
|
|
(c)
|
Number
of shares 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: 111,111
|
|
|
(iii)
|
Sole power to dispose or to
direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
111,111
|
(iii) Wexford Capital LP
|
|
(a)
|
Amount beneficially owned:
222,222
|
|
|
(b)
|
Percent
of class: 0.34%
|
|
|
(c)
|
Number
of shares 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: 222,222
|
|
|
(iii)
|
Sole power to dispose or to
direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
222,222
|
(iv) Wexford GP LLC
|
|
(a)
|
Amount beneficially owned:
222,222
|
|
|
(b)
|
Percent
of class: 0.34%
|
|
|
(c)
|
Number
of shares 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: 222,222
|
|
|
(iii)
|
Sole power to dispose or to
direct the disposition of: 0
|
(iv) Shared
power to dispose or to direct the disposition of: 222,222
(v) Charles E. Davidson
|
|
(a)
|
Amount beneficially owned:
222,222
|
|
|
(b)
|
Percent
of class: 0.34%
|
|
|
(c)
|
Number
of shares 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: 222,222
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
222,222
|
(vi) Joseph M. Jacobs
|
|
(a)
|
Amount beneficially owned:
222,222
|
|
|
(b)
|
Percent
of class: 0.34%
|
|
|
(c)
|
Number
of shares 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: 222,222
|
|
|
(iii)
|
Sole power to dispose or to
direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
222,222
|
Wexford
Capital LP ("Wexford Capital") is the manager to Theta Investors LLC and Wexford
Spectrum Investors LLC (together, the “Wexford Entities”) and by reason of its
status as such may be deemed to own beneficially the interest in the securities
of which the Wexford Entities possess beneficial ownership. Wexford GP LLC
(“Wexford GP”) may, as the general partner of Wexford Capital, be deemed to own
beneficially the securities of which the Wexford Entities possess beneficial
ownership. Each of Charles E. Davidson ("Davidson") and Joseph M. Jacobs
("Jacobs") may, by reason of his status as a controlling person of Wexford GP,
be deemed to own beneficially the interests in the securities of which the
Wexford Entities possess beneficial ownership. Each of Davidson, Jacobs, Wexford
GP and Wexford Capital shares the power to vote and to dispose of the interests
in the securities beneficially owned by the Wexford Entities. Each of Wexford
Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the
securities owned by Wexford Entities and this report shall not be deemed as an
admission that they are the beneficial owners of such securities except, in the
case of Davidson and Jacobs, to the extent of their interests in each member of
the Wexford Entities.
|
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 persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
þ
|
Item 6.
|
Ownership of More than Five
Percent on Behalf of Another Person
N/A
.
|
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
N/A
|
|
Item 8.
|
Identification and Classification
of Members of the Group
N/A
|
|
Item
9.
|
Notice
of Dissolution of Group
N/A
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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.
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
April 15, 2010
|
THETA
INVESTORS LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Arthur
H. Amron
|
|
|
|
Name:
|
Arthur
H. Amron
|
|
|
|
Title
|
Vice
President and Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
WEXFORD
SPECTRUM INVESTORS LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Arthur
H. Amron
|
|
|
|
Name:
|
Arthur
H. Amron
|
|
|
|
Title
|
Vice
President and Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
WEXFORD
CAPITAL LP
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Arthur
H. Amron
|
|
|
|
Name:
|
Arthur
H. Amron
|
|
|
|
Title
|
Partner
and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
WEXFORD
GP LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Arthur
H. Amron
|
|
|
|
Name:
|
Arthur
H. Amron
|
|
|
|
Title
|
Vice
President and Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Charles
E. Davidson
|
|
|
|
|
CHARLES
E. DAVIDSON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Joseph
M. Jacobs
|
|
|
|
|
JOSEPH
M. JACOBS
|
|
Javelin Pharmaceuticals (AMEX:JAV)
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