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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
A.P. PHARMA, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
00202J203
- --------------------------------------------------------------------------------
(CUSIP Number)
DECEMBER 31, 2007
- --------------------------------------------------------------------------------
(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. 00202J203 13G/A Page 2 of 10 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 - 0 -
WITH 7. SOLE DISPOSITIVE POWER
- 0 -
8. SHARED DISPOSITIVE POWER
- 0 -
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
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CUSIP No. 00202J203 13G/A Page 3 of 10 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 - 0 -
WITH 7. SOLE DISPOSITIVE POWER
- 0 -
8. SHARED DISPOSITIVE POWER
- 0 -
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 00202J203 13G/A Page 4 of 10 Pages
- ------------------- ------------------
1. NAMES OF REPORTING PERSONS
Mr. David Kroin
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 - 0 -
WITH 7. SOLE DISPOSITIVE POWER
- 0 -
8. SHARED DISPOSITIVE POWER
- 0 -
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 00202J203 13G/A Page 5 of 10 Pages
- ------------------- ------------------
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/A is being jointly filed by Great Point Partners, LLC
("Great Point"), Dr. Jeffrey R. Jay and Mr. David Kroin 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"). Dr.
Jay, Mr. Kroin and Great Point are referred to in this Schedule G/A as
the "Reporting Persons."
The Reporting Persons have entered into a Joint Filing Agreement, dated
February 14, 2008, a copy of which is filed with this Amendment No. 4
to Schedule 13G/A 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. Mr. Kroin
is a United States citizen.
(d) Title of Class of Securities
Common Stock, par value $.01 per share.
(e) CUSIP Number
00202J203
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)
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CUSIP No. 00202J203 13G/A Page 6 of 10 Pages
- ------------------- ------------------
(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
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 shares of Common Stock of
the Issuer owned by BVF (the "BVF Shares"). Each of Dr. Jeffrey R. Jay,
M.D. ("Dr. Jay"), as senior managing member of Great Point, and Mr.
David Kroin ("Mr. Kroin"), as special 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 shares of Common Stock of the Issuer owned by
BOVF (the "BOVF Shares"). Each of Dr. Jay, as senior managing member of
Great Point, and Mr. Kroin, as special 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, Dr. Jay and Mr. Kroin 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
(a) Amount beneficially owned - 0 -
(b) Percent of class: 0%.
(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: - 0 -
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CUSIP No. 00202J203 13G/A Page 7 of 10 Pages
- ------------------- ------------------
(iii) Sole power to dispose or to direct the disposition of
- 0 -.
(iv) Shared power to dispose or to direct the disposition
of: - 0 -
2. DR. JEFFREY R. JAY
(a) Amount beneficially owned: - 0 -
(b) Percent of class: 0%.
(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 - 0 -
(iii) Sole power to dispose or to direct the disposition of
- 0 -.
(iv) Shared power to dispose or to direct the disposition
of: - 0 -
3. MR. DAVID KROIN
(a) Amount beneficially owned: - 0 -
(b) Percent of class: 0%.
(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 - 0 -
(iii) Sole power to dispose or to direct the disposition of
- 0 -.
(iv) Shared power to dispose or to direct the disposition
of: - 0 -
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 [X].
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.
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CUSIP No. 00202J203 13G/A Page 8 of 10 Pages
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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. 00202J203 13G/A Page 9 of 10 Pages
- ------------------- ------------------
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, 2008
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
/s/ Mr. David Kroin
----------------------------------------
Mr. David Kroin, Individually
EXHIBIT A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule
13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on
behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13G/A 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, 2008
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
/s/ Mr. David Kroin
----------------------------------------
Mr. David Kroin, Individually