UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 4 )*
|
A.P.
Pharma, Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.01 per share
|
|
(Title
of Class of Securities)
|
|
00202J203
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|
(CUSIP
Number)
|
|
Kevin
C. Tang
|
|
Tang
Capital Management, LLC
|
|
4401
Eastgate Mall
|
|
San
Diego, CA 92121
|
|
(858)
200-3830
|
|
(Name,
Address and Telephone Number of Person Authorized to
|
|
Receive
Notices and Communications)
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February
8, 2009
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|
(Date
of Event which Requires Filing of this
Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. x
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
* 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).
(Continued on following
pages)
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CUSIP
NO. 00202J203
|
13D/A
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Page
2 of 8
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||||
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1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Tang
Capital Partners, LP
|
|||||
|
2
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Check
the Appropriate Box if a Member of a Group
|
(a) ¨
(b) ý
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||||
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3
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SEC
Use Only
|
|||||
|
4
|
Source
of Funds
WC
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|||||
|
5
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||||
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Number
of
|
7
|
Sole
Voting Power
0
|
||||
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
7,993,325
|
||||
|
Each
Reporting
Person
With
|
9
|
Sole
Dispositive Power
0
|
||||
|
|
10
|
Shared
Dispositive Power
7,993,325
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||||
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11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,993,325
|
|||||
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
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||||
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13
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Percent
of Class Represented by Amount in Row (11)
25.8 %
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|||||
|
14
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Type
of Reporting Person
PN
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|||||
Page 2 of
8
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CUSIP
NO. 00202J203
|
13D/A
|
Page
3 of 8
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||||
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Tang
Capital Management, LLC
|
|||||
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a) ¨
(b) ý
|
||||
|
3
|
SEC
Use Only
|
|||||
|
4
|
Source
of Funds
WC
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|||||
|
5
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||||
|
Number
of
|
7
|
Sole
Voting Power
0
|
||||
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
7,993,325
|
||||
|
Each
Reporting
Person
With
|
9
|
Sole
Dispositive Power
0
|
||||
|
|
10
|
Shared
Dispositive Power
7,993,325
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,993,325
|
|||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
25.8 %
|
|||||
|
14
|
Type
of Reporting Person
OO
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|||||
Page 3 of
8
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CUSIP
NO. 00202J203
|
13D/A
|
Page
4 of 8
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||||
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Kevin
C. Tang
|
|||||
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a) ¨
(b) ý
|
||||
|
3
|
SEC
Use Only
|
|||||
|
4
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Source
of Funds
PF,
WC, OO
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|||||
|
5
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
|
o
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||||
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6
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Citizenship
or Place of Organization
United
States
|
|||||
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Number
of
|
7
|
Sole
Voting Power
215,250
|
||||
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
8,401,653
|
||||
|
Each
Reporting
Person
With
|
9
|
Sole
Dispositive Power
215,250
|
||||
|
|
10
|
Shared
Dispositive Power
8,566,537
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,781,787
|
|||||
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12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
28.4 %
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|||||
|
14
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Type
of Reporting Person
IN
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|||||
Page 4 of
8
Explanatory
Note: This Amendment No. 4 relates to and amends the
Statement of Beneficial Ownership on Schedule 13D/A of Tang Capital Partners,
LP, a Delaware partnership, Tang Capital Management, LLC, a Delaware limited
liability company and Kevin C. Tang, a United States citizen (each, a “Reporting
Person” and collectively, the “Reporting Persons”), initially filed jointly by
the Reporting Persons with the Securities and Exchange Commission on October 14,
2008 and amended on November 10, 2008, November 24, 2008 and December 29,
2008 (the “Statement”), with respect to the Common Stock, $0.01 par value
(the “Common Stock”), of A.P. Pharma, Inc., a Delaware corporation (the
“Issuer”).
Items
3 , 4 and 5 of the Statement are hereby amended to the extent
hereinafter expressly set forth. All capitalized terms used and not
expressly defined herein have the respective meanings ascribed to such terms in
the Statement.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 of the Statement is hereby amended to add the following:
Since
the date of the last filing on Schedule 13D/A, on December 31 , 2008, Tang
Capital Partners, LP purchased 175,000 shares of A.P. Pharma, Inc.’s
common stock through the open market for $0.415 per share.
Tang
Capital Partners, LP holds some of its shares in commingled margin accounts,
which may extend margin credit to Tang Capital Partners, LP as and when required
to open or carry positions in the margin accounts, subject to applicable federal
margin regulations, stock exchange rules and credit policies. In such instances,
the positions held in the margin accounts are pledged as collateral security for
the repayment of debit balances in these accounts. The margin accounts may from
time to time have debit balances. Since other securities are held in the margin
accounts, it is not possible to determine the amounts, if any, of margin used to
purchase the shares of common stock reported herein.
Item
4. Purpose
of Transaction
Item 4 of the Statement is hereby
amended to add the following:
In January of 2009, the Issuer
and Kevin C. Tang discussed the possibility of appointing Mr. Tang to the board
of directors. After further discussion, the Issuer and Mr. Tang mutually
agreed that it would be in the best interest of the Company if Mr. Tang joined
the board. The board of directors of the Issuer appointed Mr. Tang to the board
of directors effective February 8, 2009.
Item
5. Interest in
Securities of the Issuer
| Item 5 of the Statement is hereby amended and restated in its entirety as follows: | |||
|
(a)
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Amount beneficially
owned and percentage of class:
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||
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Tang
Capital Partners, LP
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7,993,325
shares, representing 25.8 % of the class
|
||
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Tang
Capital Management, LLC
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7,993,325
shares, representing 25.8 % of the class
|
||
|
Kevin
C. Tang
|
8,781,787
shares, representing 28.4 % of the class
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||
Page 5 of
8
Tang Capital Partners, LP
is the beneficial owner of 7,993,325 shares of the Issuer’s
common stock and shares voting and dispositive power over such securities with
Tang Capital Management, LLC and Kevin C. Tang.
Tang
Capital Management, LLC, as the general partner of Tang Capital Partners, LP,
may be deemed to beneficially own the 7,993,325 shares
beneficially owned by Tang Capital Partners, LP and shares voting and
dispositive power over such shares with Tang Capital Partners, LP and Kevin C.
Tang.
Kevin C.
Tang is the beneficial owner of 8,781,787 shares of the Issuer’s common
stock, comprising 62,600 shares owned by Justin L. Tang under the Uniform
Transfers to Minors Act (“UTMA”), for which Kevin C. Tang serves as trustee,
53,700 shares owned by Julian K. Tang under the UTMA, for which Kevin C. Tang
serves as trustee, 15,200 shares owned by Noa Y. Tang under the UTMA, for which
Kevin C. Tang serves as trustee, 40,800 shares owned by the Tang Advisors, LLC
Profit Sharing Plan, for which Kevin C. Tang serves as trustee and is a
participant, 114,650 shares held by the Tang Family Trust, for which Kevin C.
Tang serves as co-trustee, 42,950 shares held by Kevin C. Tang’s Individual
Retirement Account, 34,637 shares owned by the Individual Retirement Account for
the benefit of Chang L. Kong (the “Chang IRA”), 34,241 shares owned by the
Individual Retirement Account for the benefit of Chung W. Kong (the “Chung IRA”), 96,006 shares
owned by Joan M. Lamb, 293,678 shares owned by the Haeyoung and Kevin Tang
Foundation, Inc., and 7,993,325 shares held by Tang Capital Partners,
LP.
Justin L. Tang, Julian K.
Tang and Noa Y. Tang are Kevin C. Tang’s children. Kevin C. Tang is a
beneficiary of the Tang Family Trust and shares voting and dispositive power
over the shares held by the Tang Family Trust with his wife, Haeyoung K.
Tang. Chang L. and Chung W. Kong are Kevin C. Tang’s in-laws and Mr.
Tang may be deemed to have shared dispositive power over the shares held in the
Chang IRA and the Chung IRA. Joan M. Lamb is an acquaintance of Kevin
C. Tang and Mr. Tang may be deemed to have shared dispositive power over the
shares held by Ms. Lamb. The Haeyoung and Kevin Tang Foundation, Inc.
is a private foundation, for which Kevin C. Tang serves as President and
Treasurer. Mr. Tang shares voting and dispositive power over the shares held by
this foundation with Haeyoung K. Tang. Tang Capital Management, LLC, as the
general partner of Tang Capital Partners, LP, and Kevin C. Tang, as the manager
of Tang Capital Management, LLC, may also be deemed to beneficially own the
shares beneficially owned by Tang Capital Partners, LP. Kevin C. Tang
disclaims beneficial ownership of all shares reported herein except to the
extent of his pecuniary interest therein. Chang L. and Chung W.
Kong are retired U.S. citizens. Haeyoung K. Tang is a U.S. citizen.
Joan M. Lamb is a U.S. citizen and is self-employed in the design industry. The
Haeyoung and Kevin Tang Foundation, Inc. is a not-for-profit corporation
incorporated in the state of Delaware. The
mailing address for all of the foregoing persons and entities is c/o Tang
Capital Management, LLC, 4401 Eastgate Mall, San Diego, CA,
92121.
Page 6 of
8
|
(b)
|
Voting and disposition
powers:
|
||
|
Sole
power to vote or direct the vote:
|
|||
|
Tang
Capital Partners, LP
|
0
shares
|
||
|
Tang
Capital Management, LLC
|
0
shares
|
||
|
Kevin
C. Tang
|
215,250
shares
|
||
|
Shared
power to vote or direct the vote:
|
|||
|
Tang
Capital Partners, LP
|
7,993,325 shares
|
||
|
Tang
Capital Management, LLC
|
7,993,325 shares
|
||
|
Kevin
C. Tang
|
8,401,653 shares
|
||
|
Sole
power to dispose or direct the disposition:
|
|||
|
Tang
Capital Partners, LP
|
0
shares
|
||
|
Tang
Capital Management, LLC
|
0
shares
|
||
|
Kevin
C. Tang
|
215,250
shares
|
||
|
Shared
power to dispose or direct the disposition:
|
|||
|
Tang
Capital Partners, LP
|
7,993,325 shares
|
||
|
Tang
Capital Management, LLC
|
7,993,325
shares
|
||
|
Kevin
C. Tang
|
8,566,537 shares
|
||
(c) Other
than the purchases described in Item 3, none of Kevin C. Tang, Tang Capital
Partners, LP and Tang Capital Management, LLC have effected any transaction in
the Issuer’s common stock within the last 60 days.
(d) N/A.
(e) N/A.
Page 7 of
8
SIGNATURES
After reasonable inquiry and to the
best of his or its knowledge and belief, each of the following Reporting Persons
certifies that the information set forth in this statement is true, complete and
correct.
February
18, 2009
| TANG CAPITAL PARTNERS, LP | |||
| By: | Tang Capital Management, LLC | ||
| By: | /s/ Kevin C. Tang | ||
| Kevin C. Tang, Manager | |||
| TANG CAPITAL MANAGEMENT, LLC | |||
| By: |
/s/ Kevin C.
Tang
|
||
| Kevin C. Tang, Manager | |||
| /s/ Kevin C. Tang | |||
Page 8 of
8