SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AP Pharma, Inc.
| (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.001 PER SHARE
| (Title of Class of Securities) |
00202J203
| (CUSIP Number) |
December 31, 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:
¨ 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 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).
| CUSIP No. 00202J203 | Page 2 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Asset Management, LP |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
0 (See Item 4) | |
| 6 SHARED VOTING POWER
None | ||
| 7 SOLE DISPOSITIVE POWER
0 (See Item 4) | ||
| 8 SHARED DISPOSITIVE POWER
None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 4) |
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
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| 12 | TYPE OF REPORTING PERSON*
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 2 of 6 Pages
| CUSIP No. 00202J203 | Page 3 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Jacob Gottlieb |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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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 (See Item 4) | |
| 6 SHARED VOTING POWER
None (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
0 (See Item 4) | ||
| 8 SHARED DISPOSITIVE POWER
None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|||
| 12 | TYPE OF REPORTING PERSON*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 3 of 6 Pages
| CUSIP No. 00202J203 | Page 4 of 6 Pages |
| Item 1 | (a) |
Name of Issuer: | ||||||||||
| AP Pharma, Inc. | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices: | |||||||||||
| 123 Saginaw Drive Redwood City, CA 94063 |
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| Item 2 | (a) – (c) |
This statement is filed on behalf of the following: | ||||||||||
| (9) |
Visium Asset Management, LP, a Delaware limited partnership (“VAM”), with its principal business office at Visum Asset Management, LP, 950 Third Avenue, New York, NY 10022. VAM is the investment advisor to each of Visium Balanced Fund, LP (“VBF”), Visium Balanced Offshore Fund, Ltd. (“VBOF”), Visium Long Bias Fund, LP (“VLBF”), Visium Long Bias Offshore Fund, Ltd. (“VLBOF”). | |||||||||||
| (d) |
Title of Class of Securities: | |||||||||||
| Common Stock, Par Value $.001 Per Share | ||||||||||||
| (e) |
CUSIP Number: | |||||||||||
| 00202J203 | ||||||||||||
| 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: | |||||||||||
| Not Applicable | ||||||||||||
Page 4 of 6 Pages
| CUSIP No. 00202J203 | Page 5 of 6 Pages |
| Item 4 | Ownership: | |||||||||
| VAM | ||||||||||
| (a) | Amount Beneficially Owned:
By virtue of its position as investment advisor to each of Visium Balanced Fund, LP, Visium Balanced Offshore Fund, Ltd., Visium Long Bias Fund, LP, Visium Long Bias Offshore Fund, Ltd., VAM may be deemed to beneficially own the 0 shares of the Company’s Common Stock beneficially owned by Visium Balanced Fund, LP, Visium Balanced Offshore Fund, Ltd., Visium Long Bias Fund, LP, Visium Long Bias Offshore Fund, Ltd. |
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| (b) | Percent of Class:
0% |
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| (c) | Number of Shares as to which person has: | |||||||||
| (i) | sole power to vote or to direct vote:
0 shares |
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| (ii) | shared power to vote or to direct vote:
None |
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| (iii) | sole power to dispose or direct disposition of:
0 shares |
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| (iv) | shared power to dispose or to direct disposition of:
None |
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| Jacob Gottlieb | ||||||||||
| (a) | Amount Beneficially Owned:
By virtue of his position as the principal of VAM and the sole managing member of VCM, Mr. Gottlieb may be deemed to beneficially own the 0 shares of the Company’s Common Stock beneficially owned by VAM. |
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| (b) | Percent of Class:
0% |
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| (c) | Number of Shares as to which person has:
|
|||||||||
| (i) | sole power to vote or to direct vote:
0 shares |
|||||||||
| (ii) | shared power to vote or to direct vote:
None |
|||||||||
| (iii) | sole power to dispose or direct disposition of:
0 shares |
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| (iv) | shared power to dispose or to direct disposition of:
None |
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| Item 5 | Ownership of Five Percent or Less of a Class:
Applicable |
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| Item 6 | Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable | |||||||||
| 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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| Item 8 | Identification and Classification of Members of the Group:
Not Applicable |
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| Item 9 | Notice of Dissolution of Group:
Not Applicable |
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| 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 a participant in any transaction having that purpose or effect. |
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Page 5 of 6 Pages
| CUSIP No. 00202J203 | Page 6 of 6 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: December 31, 2008
| VISIUM ASSET MANAGEMENT, LLC | JACOB GOTTLIEB | |||||||
| By: | /s/ Mark Gottlieb |
By: | /s/ Mark Gottlieb | |||||
| Mark Gottlieb | Mark Gottlieb | |||||||
| Authorized Signatory | Authorized Representative | |||||||
Page 6 of 6 Pages