SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. 3) *
AP Pharma Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
00202J203
(CUSIP Number)
December
31, 2009
(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)
(Page 1
of 11 Pages)
_____________
* 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
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
|
13G
|
Page
2 of 11
|
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Capital, L.P.
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||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) ý
|
|
|
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
|
|
|
6.
|
SHARED
VOTING POWER
911,338
|
||
|
7.
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SOLE
DISPOSITIVE VOTING POWER
0
|
||
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8.
|
SHARED
DISPOSITIVE VOTING POWER
911,338
|
||
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
911,338
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||
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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¨
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
||
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12.
|
TYPE
OF REPORTING PERSON*
PN
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||
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CUSIP
No.
|
00202J203
|
13G
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Page 3
of 11
|
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Special Situations Fund,
L.P.
|
||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) ý
|
|
|
3.
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SEC
USE ONLY
|
||
|
4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
911,338
|
||
|
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE VOTING POWER
911,338
|
||
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
911,338
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||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
||
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12.
|
TYPE
OF REPORTING PERSON*
PN
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||
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CUSIP
No.
|
00202J203
|
13G
|
Page 4
of 11
|
|
1.
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Management Company, L.P.
|
||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
|
3.
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SEC
USE ONLY
|
||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
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||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
1,606,172
|
||
|
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE VOTING POWER
1,606,172
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,606,172
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
PN
|
||
|
CUSIP
No.
|
00202J203
|
13G
|
Page 5
of 11
|
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Special Situations Fund International
Limited
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
1,606,172
|
||
|
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE VOTING POWER
1,606,172
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,606,172
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
CO
|
||
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CUSIP
No.
|
00202J203
|
13G
|
Page 6
of 11
|
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1.
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James
E. Flynn
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||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
|
3.
|
SEC
USE ONLY
|
||
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4.
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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
2,517,510
|
||
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7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
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8.
|
SHARED
DISPOSITIVE VOTING POWER
2,517,510
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,517,510
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.39%
|
||
|
12.
|
TYPE
OF REPORTING PERSON*
IN
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||
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CUSIP
No.
|
00202J203
|
13G
|
Page 7
of 11
|
| Item 1(a). | Name of Issuer: | |
|
AP Pharma
Inc.
|
||
| Item 1(b). | Address of Issuer's Principal Executive Offices: | |
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123 Saginay
Drive
Redwood
City, CA 94063
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||
| Item 2(a). | Name of Person Filing: | |
|
James E. Flynn, Deerfield
Capital, L.P., Deerfield Special
Situations
Fund, L.P., Deerfield Management Company, L.P., Deerfield
Special
Situations Fund International
Limited
|
||
| Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
|
James E. Flynn, Deerfield
Capital, L.P., Deerfield Special
Situations
Fund, L.P., Deerfield Management Company, L.P., 780 Third
Avenue,
37th Floor, New York, NY 10017, Deerfield Special Situations
Fund
International Limited, c/o Bisys Management, Bison Court,
Columbus
Centre, P.O. Box 3460, Road Town, Tortola, British Virgin
Islands
|
||
| Item 2(c). | Citizenship: | |
|
Deerfield Capital, L.P.
and Deerfield Special Situations Fund, L.P.
-
Delaware limited partnerships, Deerfield Management Company,
L.P.
-
New York limited partnership, Deerfield Special Situations
Fund
International
Limited- British Virgin Islands corporation
James
E. Flynn - United States
citizen
|
||
| Item 2(d). | Title of Class of Securities: | |
|
Common
Stock
|
||
| Item 2(e). | CUSIP Number: | |
|
00202J203
|
||
| Item 3. |
|
| (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. | |
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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CUSIP
No.
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00202J203
|
13G
|
Page 8
of 11
|
| (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; | |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. |
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: | ||
|
Deerfield Capital, L.P. –
911,338 shares
Deerfield
Special Situations Fund, L.P. – 911,338 shares
Deerfield
Management Company, L.P. – 1,606,172 shares
Deerfield
Special Situations Fund International Limited – 1,606,172 shares
James
E. Flynn – 2,517,510
shares
|
|||
| (b) | Percent of class: | ||
|
Deerfield
Capital, L.P. – 2.31%
Deerfield
Special Situations Fund, L.P. – 2.31%
Deerfield
Management Company, L.P. – 4.1%
Deerfield
Special Situations International Limited – 4.1%
James
E. Flynn –
6.39%
|
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or to direct the vote |
All
Reporting Persons 0
|
|||
| (ii) | Shared power to vote or to direct the vote |
Deerfield
Capital,
L.P.
– 911,338
Deerfield
Special
Situations
Fund,
L.P.
– 911,338
Deerfield
Management
Company,
L.P.
– 1,606,172
Deerfield
Special
Situations
Fund
International
Limited
– 1,606,172
James
E. Flynn -
2,517,510
|
|||
|
CUSIP
No.
|
00202J203
|
13G
|
Page 9
of 11
|
| (iii) | Sole power to dispose or to direct the disposition of |
All
Reporting Persons - 0
|
|||
| (iv) | Shared power to dispose or to direct the disposition of |
Deerfield
Capital,
L.P.
– 911,338
Deerfield
Special
Situations
Fund,
L.P.
– 911,338
Deerfield
Management
Company,
L.P.
– 1,606,172
Deerfield
Special
Situations
Fund
International
Limited
– 1,606,172
James
E. Flynn -
2,517,510
|
|
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 o.
|
|
|
|
Item
6.
|
Ownership of More Than Five Percent on Behalf of Another Person. |
If
any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not
required.
|
|
N/A
|
|
Item
7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
If
a parent holding company or Control person has filed this schedule, pursuant to
Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
|
|
N/A
|
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CUSIP
No.
|
00202J203
|
13G
|
Page 10
of 11
|
|
Item
8.
|
Identification and Classification of Members of the Group. |
If
a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
|
|
See
Exhibit B
|
|
Item
9.
|
Notice of Dissolution of Group. |
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
|
|
N/A
|
|
Item
10.
|
Certifications. |
"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 such purpose or effect."
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CUSIP
No.
|
00202J203
|
13G
|
Page 11
of 11
|
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.
|
DEERFIELD
CAPITAL, L.P.
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||
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
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By:
|
/s/
Darren Levine
|
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Darren
Levine, Authorized Signatory
|
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DEERFIELD
SPECIAL SITUATIONS FUND, L.P.
|
||
|
By:
|
Deerfield
Capital, L.P.
|
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By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
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By:
|
/s/
Darren Levine
|
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Darren
Levine, Authorized Signatory
|
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DEERFIELD
MANAGEMENT COMPANY, L.P.
|
||
|
By:
|
Flynn
Management LLC
General
Partner
|
|
|
By:
|
/s/
Darren Levine
|
|
|
Darren
Levine, Authorized Signatory
|
||
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DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED
|
||
|
By:
|
Deerfield
Management Company
|
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
|
By:
|
/s/
Darren Levine
|
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Darren
Levine, Authorized Signatory
|
||
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JAMES
E. FLYNN
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/s/
Darren Levine
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||
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Darren
Levine, Attorney-In-Fact
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||
Date: February
12, 2010
Exhibit
List
Exhibit
A. Joint Filing Agreement.
Exhibit
B. Item 8 Statement.
Exhibit
C. (1) Power of Attorney.
(1) Previously
field as Exhibit 24 to a Form 4 with regard to PAR Pharmaceutical Companies,
Inc. field with the Commission of February 1, 2007 Deerfield Capital L.P.;
Deerfield Partners, L.P.; Deerfield Management Company, L.P.; Deerfield
International Limited; Deerfield Special Situations Fund, L.P.; Deerfield
Special Situations Fund International Limited; and James E
Flynn.
Exhibit
A
The
undersigned agree that this Schedule 13G, and all amendments thereto,
relating
to the Common Stock of AP Pharma Inc. shall be filed on behalf of the
undersigned.
|
DEERFIELD
CAPITAL, L.P.
|
||
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
|
By:
|
/s/
Darren Levine
|
|
|
Darren
Levine, Authorized Signatory
|
||
|
DEERFIELD
SPECIAL SITUATIONS FUND, L.P.
|
||
|
By:
|
Deerfield
Capital, L.P.
|
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
|
By:
|
/s/
Darren Levine
|
|
|
Darren
Levine, Authorized Signatory
|
||
|
DEERFIELD
MANAGEMENT COMPANY, L.P.
|
||
|
By:
|
Flynn
Management LLC
General
Partner
|
|
|
By:
|
/s/
Darren Levine
|
|
|
Darren
Levine, Authorized Signatory
|
||
|
DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED
|
||
|
By:
|
Deerfield
Management Company
|
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
|
By:
|
/s/
Darren Levine
|
|
|
Darren
Levine, Authorized Signatory
|
||
|
JAMES
E. FLYNN
|
||
|
/s/
Darren Levine
|
||
|
Darren
Levine, Attorney-In-Fact
|
||
Exhibit
B
Due to
the relationships between them, the reporting persons hereunder may be deemed to
constitute a “group” with one another for purposes of Section 13(d)(3) of the
Securities Exchange Act of
1934.