SCHEDULE
13G
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Under
the
Securities Exchange Act of 1934
(Amendment
No. )*
A.P.
Pharma, Inc.
(Name of Issuer)
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
(Title of Class of Securities)
00202J203
(CUSIP Number)
(CUSIP Number)
August
5, 2008
(Date
of
Event which Requires Filing of this
Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule 13d-1(c)
o
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
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 (the “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).
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CUSIP
No. 00202J203
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Felix
J. Baker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) |
(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
2,262,446
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7
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SOLE
DISPOSITIVE POWER
-0-
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8
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SHARED
DISPOSITIVE POWER
2,262,446
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,262,446
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES¨
(See
Instructions)
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
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12
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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2
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CUSIP
No. 00202J203
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Julian
C. Baker
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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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||
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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
2,262,446
|
||
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED
DISPOSITIVE POWER
2,262,446
|
||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,262,446
|
||
|
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
7.3%
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||
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12
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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3
| Item 1(a). |
Name
of Issuer:
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| A.P. Pharma, Inc. |
| Item 1(b). |
Address
of Issuer’s Principal Executive
Offices:
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123
Saginaw Drive
Redwood
City, California 94063
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| Item 2(a). |
Name
of Person Filing:
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This
Schedule 13G is being filed jointly by Felix J. Baker and Julian
C. Baker
(the “Reporting
Persons”).
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| Item 2(b). |
Address
of Principal Business Office or, if None,
Residence:
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Name
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Business
Address
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Felix
J. Baker
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667
Madison Avenue
New
York, NY 10065
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Julian
C. Baker
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667
Madison Avenue
New
York, NY 10065
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| Item 2(c). |
Citizenship:
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Each
of the Reporting Persons is a United States citizen.
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| Item 2(d). |
Title
of Class of Securities:
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Common
Stock, par value $0.01 per
share
|
| Item 2(e). |
CUSIP
Number:
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00202J203
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| Item 3. |
If
this statement is filed pursuant to §§240.13d-1(b) or (c), check whether
the person filing is a:
N/A
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(a)
o
Broker or
dealer registered under Section 15 of the Exchange
Act.
(b)
o Bank as defined
in section 3(a)(6) of the
Exchange Act.
(c)
o Insurance company
as defined in section
3(a)(19) of the Exchange Act.
(d)
o Investment company
registered under section
8 of the Investment Company Act of 1940.
(e)
o An investment
adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
(f)
o An employee benefit
plan or endowment fund
in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)
o A parent holding
company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)
o A savings association
as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i)
o 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.
(j)
o Group, in accordance
with Rule
13d-1(b)(1)(ii)(J).
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4
| Item 4. |
Ownership.
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Set
forth
below is the aggregate number of shares of Common Stock, held as of the date
hereof by each of the following, together with the percentage of the outstanding
shares of Common Stock that such number represents based upon 30,809,654 shares
outstanding as reported on the company’s SEC Form 10Q filed on April 30,
2008.
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Name
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Number
of Shares |
Percent
of Class
Outstanding
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Baker
Bros. Investments II, L.P.
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1,049
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0.0
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%
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667,
L.P.
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543,931
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1.8
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%
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Baker
Brothers Life Sciences, L.P.
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1,661,078
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5.4
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%
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14159,
L.P.
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52,981
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0.1
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%
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Baker/Tisch
Investments, L.P.
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3,407
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0.0
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%
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Total
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2,262,446
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7.3
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%
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By
virtue
of their ownership of entities that have the power to control the investment
decisions of the limited partnerships listed in the table above, Felix J. Baker
and Julian C. Baker may each be deemed to be beneficial owners of shares owned
by such entities and may be deemed to have shared power to vote or direct the
vote of and shared power to dispose or direct the disposition of such
securities.
| 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 person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ]. N/A
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another
Person.
|
The
entities listed in Item 4 above are investment funds the investors in which
have
the right to receive dividends, interest and the proceeds of sale of securities
owned by such funds.
5
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired
the Security Being
Reported on by the Parent Holding Company or Control
Person.
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N/A
| Item 8. |
Identification
and Classification of Members of the
Group.
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N/A
| Item 9. |
Notice
of Dissolution of
Group.
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N/A
| Item 10. |
Certification.
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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 a
participant in any transaction having that purpose or effect.
6
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I hereby certify
that the information set forth in this statement is true, complete and
correct.
August
15, 2008
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/s/
Felix J. Baker
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Felix
J. Baker
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/s/
Julian C. Baker
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Julian
C. Baker
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7
AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that this Statement on
Schedule 13G relating to the Common Stock of A.P. Pharma, Inc. is being
filed with the Securities and Exchange Commission on behalf of each of
them.
August
15, 2008
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/s/
Felix J. Baker
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Felix
J. Baker
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/s/
Julian C. Baker
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Julian
C. Baker
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8