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)
Common
Stock, par value $0.01 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:
x Rule
13d-1(b)
o 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).
Page 1 of
8 Pages
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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)
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Felix J.
Baker
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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) ¨
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(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
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United
States
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5
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SOLE
VOTING POWER
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NUMBER
OF
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-0-
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SHARES
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6
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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2,884,546
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EACH
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7
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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8
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SHARED
DISPOSITIVE POWER
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2,884,546
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,884,546
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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(See
Instructions)
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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9.3%
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12
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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Page 2 of
8 Pages
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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)
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Julian C.
Baker
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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) ¨
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(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
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United
States
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5
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SOLE
VOTING POWER
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NUMBER
OF
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-0-
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SHARES
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6
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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2,884,546
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EACH
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7
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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8
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SHARED
DISPOSITIVE POWER
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2,884,546
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,884,546
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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(See
Instructions)
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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9.3%
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12
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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Page 3 of
8 Pages
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Item
1(a)
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Name
of Issuer:
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A.P.
Pharma, Inc.
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Item
1(b)
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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)
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Name
of Person Filing:
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)
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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)
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Citizenship:
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Each
of the Reporting Persons is a United States citizen.
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Item
2(d)
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Title
of Class of Securities:
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Common
Stock, par value $0.01 per share
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Item
2(e)
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CUSIP
Number:
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00202J203
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Item
3.
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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).
Page 4 of
8 Pages
(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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Item
4.
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Ownership. |
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 30,941,149 shares outstanding as reported on the
company’s SEC Form 10Q filed on November 7, 2008.
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Name
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Number
of
Shares
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Percent
of Class
Outstanding
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Baker
Bros. Investments II, L.P.
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1,786 | 0.0 | % | |||||
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667,
L.P.
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704,787 | 2.3 | % | |||||
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Baker
Brothers Life Sciences, L.P.
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2,104,651 | 6.8 | % | |||||
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14159,
L.P.
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67,355 | 0.2 | % | |||||
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Baker/Tisch
Investments, L.P.
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5,967 | 0.0 | % | |||||
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Total
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2,884,546 | 9.3 | % | |||||
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.
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Item
5.
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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
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Item
6.
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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.
Page 5 of
8 Pages
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Item
7.
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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
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Item
8.
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Identification
and Classification of Members of the
Group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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N/A
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Item
10.
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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.
Page 6 of
8 Pages
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.
February
17, 2009
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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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Page 7 of
8 Pages
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.
February
17, 2009
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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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Page 8 of
8 Pages