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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Keryx Biopharmaceuticals, Inc.
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Common Stock, no par value per share
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(Title of Class of Securities)
492515101
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CUSIP Number
March 8, 2007
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(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 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 5 Pages
SCHEDULE 13G
CUSIP No. 492505101 Page 2 of 5
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
LINDSAY A. ROSENWALD, M.D.
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
Number of 2,145,823
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,145,823
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by the Reporting Person
2,145,823
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares *
|_|
11 Percent of Class Represented By Amount in Row (9)
4.9%
12 Type of Reporting Person *
IN
* see instructions before filling out
CUSIP No. 492505101 Page 4 of 5
Item 1(a) Name of Issuer:
Keryx Biopharmaceuticals Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
750 Lexington Avenue, 20th Floor
New York, NY 10022
Item 2(a) Name of Person Filing:
Lindsay A. Rosenwald, M.D. (the "Reporting Person").
Item 2(b) Address of Principal Business Office or, if None, Residence:
c/o Paramount BioSciences, LLC
787 Seventh Avenue, 48th Floor
New York, NY 10036
Item 2(c) Citizenship:
United States.
Item 2(d) Title of Class of Securities:
Common Stock (the "Shares").
Item 2(e) CUSIP Number:
492505101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
The Reporting Person beneficially owns 2,145,823 Shares,
consisting of (i) 1,831,164 Shares held directly by the
Reporting Person; (ii) warrants to purchase 14,064 Shares held
directly by the Reporting Person; (iii) 250,485 Shares held by
Paramount BioSciences, LLC, of which the Reporting Person is
sole member; and (v) warrants to purchase 50,110 Shares held
by Paramount BioSciences, LLC, of which the Reporting Person
is sole member.
Item 4(b) Percent of Class:
See Item 11 of the cover page.
Item 4(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Please see Item 5 of the cover page
(ii) Shared power to vote or to direct the vote
Please see Item 6 of the cover page
(iii) Sole power to dispose or to direct the disposition of
Please see Item 7 of the cover page
(iv) Shared power to dispose or to direct the disposition of
Please see Item 8 of the cover page
Item 5. Ownership of Five Percent or Less of a Class:
|X|
This Schedule 13G/A is being filed voluntarily to indicate
that due to an increase in the number of Shares currently outstanding, the
Reporting Person is no longer subject to the reporting requirements of Schedule
13G with respect to his beneficial ownership of Shares, as he does not hold at
least 5.0% of the Shares.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
See Item 4 Above
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that,
to the best of such person's 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 such purpose or effect.
Page 5 of 5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
March 9, 2007
/s/ Lindsay A. Rosenwald, M.D.
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Lindsay A. Rosenwald, M.D.