UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G OMB APPROVAL
UNDER THE SECURITIES EXCHANGE ACT OF 1934 OMB Number: 3235-0145
Expires: February 28, 2009
(AMENDMENT NO. 3)* Estimated average burden
hours per response 10.4
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A.P. PHARMA, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
00202J104
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(CUSIP Number)
DECEMBER 31, 2006
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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 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
1
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CUSIP No. 00202J104 13G Page 2 of 9 Pages
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1. NAMES OF REPORTING PERSONS
Great Point Partners, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
37-1475292
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY - 0 -
OWNED BY EACH 6. SHARED VOTING POWER
REPORTING PERSON 1,863,107 (See Item 4)
WITH 7. SOLE DISPOSITIVE POWER
- 0 -
8. SHARED DISPOSITIVE POWER
1,863,107 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,107 (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)
7.37%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
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CUSIP No. 00202J104 13G Page 3 of 9 Pages
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1. NAMES OF REPORTING PERSONS
Dr. Jeffrey R. Jay, M.D.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY - 0 -
OWNED BY EACH 6. SHARED VOTING POWER
REPORTING PERSON 1,863,107 (See Item 4)
WITH 7. SOLE DISPOSITIVE POWER
- 0 -
8. SHARED DISPOSITIVE POWER
1,863,107 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,107 (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)
7.37%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 00202J104 13G Page 4 of 9 Pages
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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 14, 2007, a copy of which is filed
with this Amendment No. 3 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:
165 Mason Street, 3rd Floor
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.
(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.
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CUSIP No. 00202J104 13G Page 5 of 9 Pages
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(e) CUSIP Number
00202J104
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).
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CUSIP No. 00202J104 13G Page 6 of 9 Pages
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ITEM 4. OWNERSHIP
Great Point Partners, LLC ("Great Point") is the investment
manager of Biomedical Value Fund, L.P. ("BVF"), and by
virtue of such status may be deemed to be the beneficial
owner of the 1,006,078 shares of Common Stock of the Issuer
owned by BVF (the "BVF Shares"). Dr. Jeffrey R. Jay, M.D.
("Dr. Jay"), as senior managing member of Great Point, has
voting and investment power with respect to the BVF Shares,
and therefore may be deemed to be the beneficial owner of
the BVF Shares.
Great Point is the investment manager of Biomedical Offshore
Value Fund, Ltd. ("BOVF"), and by virtue of such status may
be deemed to be the beneficial owner of the 857,029 shares
of Common Stock of the Issuer owned by BOVF (the "BOVF
Shares"). Dr. Jay, as senior managing member of Great Point,
has voting and investment power with respect to the BOVF
Shares, and therefore may be deemed to be the beneficial
owner of the BOVF Shares.
Great Point and Dr. Jay disclaim beneficial ownership of the
BVF Shares and the BOVF Shares, except to the extent of
their respective pecuniary interest.
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: 1,863,107
(b) Percent of class: 7.37%.
(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 1,863,107.
(iii) Sole power to dispose or to direct the
disposition of - 0 -.
(iv) Shared power to dispose or to direct the
disposition of: 1,863,107.
1. DR. JEFFREY R. JAY(2)
(a) Amount beneficially owned: 1,863,107.
(b) Percent of class: 7.37%.
(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
1,863,107.
(iii) Sole power to dispose or to direct the
disposition of - 0 -.
(iv) Shared power to dispose or to direct the
disposition of: 1,863,107.
(1) See Note 1.
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CUSIP No. 00202J104 13G Page 7 of 9 Pages
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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.
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.
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CUSIP No. 00202J104 13G Page 8 of 9 Pages
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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: February 14, 2007
Great Point Partners, LLC
By: /s/ DR. JEFFREY R. JAY
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Name: DR. JEFFREY R. JAY
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Its: SENIOR MANAGING MEMBER
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/s/ DR. JEFFREY R. JAY
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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 14, 2007
Great Point Partners, LLC
By: /s/ DR. JEFFREY R. JAY
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Name: DR. JEFFREY R. JAY
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Its: SENIOR MANAGING MEMBER
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/S/ DR. JEFFREY R. JAY
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Dr. Jeffrey R. Jay, individually
