Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D /A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1 )*
|
Aradigm Corporation
|
|
(Name
of Issuer)
|
|
Common Stock, no par value per
share
|
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(Title
of Class of Securities)
|
|
038505301
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|
(CUSIP
Number)
|
|
Kevin
C. Tang
|
|
Tang
Capital Management, LLC
|
|
4401
Eastgate Mall
|
|
San
Diego, CA 92121
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(858) 200-3830
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(Name,
Address and Telephone Number of Person Authorized to
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Receive
Notices and Communications)
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September
15, 2008
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(Date
of Event which Requires Filing of this
Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. x
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The
information required on 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).
(Continued
on following pages)
Page 1
of 8
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CUSIP
NO. 038505301
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13D
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Page
2 of 8
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Tang
Capital Partners, LP
|
||
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
¨
(b)
ý
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||
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3.
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SEC
Use Only
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||
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4.
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Source
of Funds
WC
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||
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5.
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Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
¨
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||
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6.
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Citizenship
or Place of Organization
Delaware
|
||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
|
Sole
Voting Power
0 (1)
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|
|
8.
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Shared
Voting Power
0(1)
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||
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9.
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Sole
Dispositive Power
0 (1)
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10.
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Shared
Dispositive Power
0(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0(1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares ¨
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||
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13.
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Percent
of Class Represented by Amount in Row (11)
0.0%(1)
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||
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14
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Type
of Reporting Person
PN
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(1) Beneficial ownership numbers are based
on ownership as of September 15, 2008, the date of the last transaction reported
herein.
Page 2
of 8
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CUSIP
NO. 038505301
|
13D
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Page 3 of
8
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Tang
Capital Management, LLC
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
¨
(b)
ý
|
||
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3.
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SEC
Use Only
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||
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4.
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Source
of Funds
WC
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5.
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Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
¨
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||
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6.
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Citizenship
or Place of Organization
Delaware
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||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
|
Sole
Voting Power
0 (1)
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|
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8.
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Shared
Voting Power
0(1)
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||
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9.
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Sole
Dispositive Power
0 (1)
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||
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10.
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Shared
Dispositive Power
0(1)
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||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0(1)
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares ¨
|
||
|
13.
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Percent
of Class Represented by Amount in Row (11)
0.0% (1)
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||
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14
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Type
of Reporting Person
OO
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||
(1) Beneficial ownership numbers are based
on ownership as of September 15, 2008, the date of the last transaction reported
herein.
Page 3
of 8
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CUSIP
NO. 038505301
|
13D
|
Page 4 of
8
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1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Kevin
C. Tang
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
¨
(b)
ý
|
||
|
3.
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SEC
Use Only
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||
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4.
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Source
of Funds
PF,
WC, OO
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5.
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Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
¨
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||
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6.
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Citizenship
or Place of Organization
United
States
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||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
340,000 (1)
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8.
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Shared
Voting Power
402,500 (1)
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||
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9.
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Sole
Dispositive Power
340,000 (1)
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10.
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Shared
Dispositive Power
562,500(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
902,500
(1)
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||
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares ¨
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
1.6%(1)
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||
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14
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Type
of Reporting Person
IN
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||
(1) Beneficial ownership numbers are based
on ownership as of September 15, 2008, the date of the last transaction reported
herein.
Page 4
of 8
Explanatory Note: This
Amendment No. 1 relates to and amends the Statement of Beneficial Ownership on
Schedule 13D/A of Tang Capital Partners, LP, a Delaware partnership, Tang
Capital Management, LLC, a Delaware limited liability company and Kevin C. Tang,
a United States citizen (each, a “Reporting Person” and collectively, the
“Reporting Persons”), initially filed jointly by the Reporting Persons with the
Securities and Exchange Commission on August 29, 2008 (the “Statement”), with
respect to the Common Stock, no par value (the “Common Stock”), of Aradigm
Corporation, a California corporation (the “Issuer”).
Items
3, 4 and 5 of the Statement are hereby amended to the extent hereinafter
expressly set forth. All capitalized terms used and not expressly
defined herein have the respective meanings ascribed to such terms in the
Statement.
Item
3. Source and Amount of Funds or Other Consideration
Item 3
of the Statement is hereby amended to add the following:
Tang
Capital Partners, LP (“TCP”) held 5,310,000 shares of the Issuer’s common stock
in an account at Lehman Brothers International (Europe) ("LBIE"). On September
15, 2008 LBIE was placed into administration under United Kingdom law and four
partners of PriceWaterhouseCoopers LLP were appointed as joint administrators
(the "Joint Administrators"). The Joint Administrators have advised us that most
of TCP's shares were rehypothecated. The Joint Administrators and UK counsel
have further advised that LBIE's customers will not be able to recover
rehypothecated shares, but instead will be entitled to a general unsecured claim
with respect to such shares. Accordingly, TCP in this filing has reduced the
number of shares of the Issuer held by TCP to the extent such shares were held
at LBIE. By making this filing, TCP does not waive any argument that it is
entitled to recover such shares and expressly reserves such
arguments.
Item
4. Purpose of Transaction
Item 4 of the
Statement is hereby amended and restated in its entirety as
follows:
Following the transaction
discussed in Item 3 above, the Reporting Persons do not beneficially own more
than 5.0% of the Company's Common Stock, and accordingly, this Amendment No. 1
is the final amendment to the Schedule 13D and is an exit
filing.
Page 5
of 8
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Item
5.
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Interest
in Securities of the Issuer.
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Item 5
of the Statement is hereby amended and restated in its entirety to add the
following:
Beneficial
Ownership numbers based on ownership as of September 15, 2008, the date of the
last transaction reported herein.
| (a) | Amount beneficially owned and percentage of class: | |
| Tang Capital Partners, LP | 0 shares, representing 0.0% of the class | |
| Tang Capital Management, LLC | 0 shares, representing 0.0% of the class | |
| Kevin C. Tang | 902,500 shares, representing 1.6% of the class | |
Kevin
C. Tang is the beneficial owner of 902,500 shares of the Issuer’s common stock,
comprising 120,000 shares owned by Justin L. Tang under the Uniform
Transfers to Minors Act (“UTMA”), for which Kevin C. Tang serves as trustee,
100,000 shares owned by Julian K. Tang under the UTMA, for which Kevin C. Tang
serves as trustee, 50,000 shares owned by the Tang Advisors, LLC Profit Sharing
Plan, for which Kevin C. Tang serves as trustee and is a participant, 200,000
shares held by the Tang Family Trust, for which Kevin C. Tang serves as
co-trustee, 70,000 shares held by Kevin C. Tang’s Individual Retirement Account,
30,000 shares owned by the Individual Retirement Account for the benefit of
Chang L. Kong (the “Chang IRA”), 30,000 shares owned by the Individual
Retirement Account for the benefit of Chung W. Kong (the “Chung IRA”), 100,000 shares
owned by Joan M. Lamb, and 202,500 shares owned by the Haeyoung and Kevin Tang
Foundation, Inc.
Page 6
of 8
Tang
Capital Management, LLC, as the general partner of Tang Capital Partners, LP,
and Kevin C. Tang, as the manager of Tang Capital Management, LLC, may also be
deemed to beneficially own the shares beneficially owned by Tang Capital
Partners, LP. Justin L. Tang and Julian K. Tang are Kevin C. Tang’s
children. Kevin C. Tang is a beneficiary of the Tang Family Trust and
shares voting and dispositive power over the shares held by the Tang Family
Trust with his wife, Haeyoung K. Tang. Chang L. and Chung W. Kong are
Kevin C. Tang’s in-laws and Mr. Tang may be deemed to have shared dispositive
power over the shares held in the Chang IRA and the Chung IRA. Joan
M. Lamb is an acquaintance of Kevin C. Tang and Mr. Tang may be deemed to have
shared dispositive power over the shares held by Ms. Lamb. The
Haeyoung and Kevin Tang Foundation, Inc. is a private foundation, for which
Kevin C. Tang serves as President and Treasurer. Mr. Tang shares voting and
dispositive power over the shares held by this foundation with Haeyoung K.
Tang. Kevin C. Tang disclaims beneficial ownership of all shares
reported herein except to the extent of his pecuniary interest
therein. Chang L. and Chung W. Kong are retired U.S. citizens and
their address is 6429 Peinado Way, San Diego, CA 92121. Haeyoung K.
Tang is a U.S. citizen and shares her residence with Kevin C. Tang. Joan M. Lamb
is a U.S. citizen and her address is 1160 Park Avenue, New York, NY 10128. Ms.
Lamb is self-employed in the design industry. The Haeyoung and Kevin
Tang Foundation, Inc. is a not-for-profit corporation incorporated in the state
of Delaware and its address is 4401 Eastgate Mall, San Diego, CA
92121.
| (b) | Voting and disposition powers: | |
|
Sole
power to vote or direct the vote:
|
||
| Tang Capital Partners, LP | 0 shares | |
| Tang Capital Management, LLC | 0 shares | |
| Kevin C. Tang | 340,000 shares | |
| Shared power to vote or direct the vote: | ||
| Tang Capital Partners, LP | 0 shares | |
| Tang Capital Management, LLC | 0 shares | |
| Kevin C. Tang | 402,500 shares | |
|
Sole
power to dispose or direct the disposition:
|
||
| Tang Capital Partners, LP | 0 shares | |
| Tang Capital Management, LLC | 0 shares | |
| Kevin C. Tang | 340,000 shares | |
| Shared power to dispose or direct the disposition: | ||
| Tang Capital Partners, LP | 0 shares | |
| Tang Capital Management, LLC | 0 shares | |
| Kevin C. Tang | 562,500 shares |
(c) Other
than the transactions described in Item 3, none of Kevin C. Tang, Tang Capital
Partners, LP and Tang Capital Management, LLC have effected any transaction in
the Issuer’s common stock within the last 60 days from September 15,
2008.
(d) N/A.
(e) On
September 15, 2008, following the transaction discussed in item 3 above, the
Reporting Persons ceased to beneficially own 5.0% of the Company's Common
Stock.
Page 7
of 8
SIGNATURES
After reasonable inquiry and to the
best of his or its knowledge and belief, each of the following Reporting Persons
certifies that the information set forth in this statement is true, complete and
correct.
November
17, 2008
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Tang
Capital Partners, LP
|
|||
|
By:
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Tang
Capital Management, LLC
|
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|
By:
|
/s/
Kevin C. Tang
|
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|
Kevin
C. Tang, Manager
|
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Tang
Capital Management, LLC
|
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By:
|
/s/
Kevin C. Tang
|
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Kevin
C. Tang, Manager
|
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/s/
Kevin C. Tang
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Kevin
C. Tang
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Page 8 of
8