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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

A.P. PHARMA, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(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:

     o Rule 13d-1(b)

     þ 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 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 (“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 
  

 

           
1   NAMES OF REPORTING PERSONS

Boxer Capital, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,518,290
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    2,518,290
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,518,290
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.3%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
* Based on 39,887,474 shares outstanding, the sum of (i) 39,376,111 Common Shares reported to be outstanding as of November 9, 2009 by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on November 16, 2009, and (ii) 511,363 Common Shares issuable upon the exercise of the Warrant.

Page 2 of 8

 

                     
CUSIP No.
  
00202J203 
  

 

           
1   NAMES OF REPORTING PERSONS

Boxer Asset Management Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Bahamas
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,518,290
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    2,518,290
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,518,290
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.3%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
* Based on 39,887,474 shares outstanding, the sum of (i) 39,376,111 Common Shares reported to be outstanding as of November 9, 2009 by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on November 16, 2009, and (ii) 511,363 Common Shares issuable upon the exercise of the Warrant.

Page 3 of 8

 

                     
CUSIP No.
  
00202J203 
  

 

           
1   NAMES OF REPORTING PERSONS

Ivan Lieberburg
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   400,000
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   400,000
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    -0-
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  400,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  1.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
** Based on 39,376,111 Common Shares reported to be outstanding as of November 9, 2009 by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on November 16, 2009.

Page 4 of 8

 

                     
CUSIP No.
  
00202J203 
  

 

           
1   NAMES OF REPORTING PERSONS

Joseph Lewis
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United Kingdom
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,518,290
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    2,518,290
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,518,290
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.3%*
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
* Based on 39,887,474 shares outstanding, the sum of (i) 39,376,111 Common Shares reported to be outstanding as of November 9, 2009 by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on November 16, 2009, and (ii) 511,363 Common Shares issuable upon the exercise of the Warrant.

Page 5 of 8

 

                     
CUSIP No.
  
00202J203 
  
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G initially filed on October 28, 2009 (the “Original Filing”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing.
Item 4. Ownership.
(a) Amount beneficially owned:
Boxer Capital, Boxer Management and Joseph Lewis beneficially own 2,518,290* Common Shares, the sum of 2,006,927 Common Shares and 511,363* Common Shares underlying an immediately exercisable warrant, issued on October 22, 2009, to purchase Common Shares (the “Warrant”). Pursuant to its terms, the Warrant is only exercisable to the extent that the holders thereof and their affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 9.999% of the outstanding Common Shares of the Issuer after exercise.
Ivan Lieberburg beneficially owns 400,000* Common Shares.
(b) Percent of class:
The Common Shares beneficially owned by Boxer Capital, Boxer Management and Joseph Lewis represent 6.3%* of the Issuer’s outstanding Common Shares. The Common Shares beneficially owned by Ivan Lieberburg represent 1.0%* of the Issuer’s outstanding Common Shares.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Ivan Lieberburg has the sole power to vote the 400,000* Common Shares he beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to vote or direct the vote of any Common Shares.
(ii) Shared power to vote or to direct the vote:
Boxer Capital, Boxer Management and Joseph Lewis have shared voting power with respect to the 2,518,290* Common Shares they beneficially own. Ivan Lieberburg does not have shared power to vote or direct the vote of any Common Shares.
(iii) Sole power to dispose or direct the disposition of:
Ivan Lieberburg has the sole power to dispose of the 400,000* Common Shares he beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to dispose or direct the disposition of any Common Shares.
(iv) Shared power to dispose or to direct the disposition of:
Boxer Capital, Boxer Management and Joseph Lewis have shared dispositive power with respect to the 2,518,290* Common Shares they beneficially own. Ivan Lieberburg does not have shared power to dispose of or direct the disposition of any Common Shares.
     
*   The Reporting Persons may be deemed to beneficially own 2,918,290 Common Shares which constitute approximately 7.3% of 39,847,474 Common Shares outstanding, a notional amount based on (i) 39,376,111 shares stated to be outstanding by the Issuer as of November 9, 2009 in the Issuer’s most recent form 10-Q filed with the Securities and Exchange Commission on November 16, 2009, and (ii) 511,363 Common Shares underlying the Warrant. Boxer Capital has shared voting and dispositive power with regard to the 2,518,290 Common Shares it beneficially owns directly. Boxer Management and Joseph Lewis each have shared voting and dispositive power with regard to the Common Shares owned directly by Boxer Capital. Mr. Lieberburg holds the 400,000 Common Shares he owns directly in his personal account and has sole voting and dispositive power over the Common Shares he owns directly. Neither Boxer Capital, Boxer Management nor Mr. Lewis have any voting or dispositive power with regard to the Common Shares held by Mr. Lieberburg.

 

Page 6 of 8

 

                     
CUSIP No.
  
00202J203 
  
On May 14, 2009, Boxer Capital, as part of the offering described in the Form 8-K, purchased an option to acquire, under certain conditions, an additional 664,108 Common Shares. Boxer Capital, Boxer Management and Mr. Lewis do not currently have beneficial ownership of the Common Shares issuable in connection with the exercise of such option as this option is not currently exercisable within 60 days.
Item 10. Certification.
(c) 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 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.
Exhibits
1      Joint Filing Agreement, dated the date hereof, between the Reporting Persons.

 

Page 7 of 8

 

                     
CUSIP No.
  
00202J203 
  
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: February 15, 2010 		 BOXER CAPITAL, LLC

 		  
  By:   /s/ Aaron Davis    
    Name:   Aaron Davis   
    Title:   Authorized Signatory   
 
  BOXER ASSET MANAGEMENT INC.
 		  
  By:   /s/ Jefferson R. Voss    
    Name:   Jefferson R. Voss   
    Title:   Director   
 
  IVAN LIEBERBURG
 		  
  By:   /s/ Ivan Lieberburg    
    Ivan Lieberburg, Individually   
       
 
  JOSEPH LEWIS
 		  
  By:   /s/ Joseph Lewis    
    Joseph Lewis, Individually   
       

 

Page 8 of 8

exv99w1
         
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G, dated February 15, 2010, with respect to the shares of A.P. Pharma, Inc.’s Common Stock, par value $0.01 per share, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 15th day of February, 2010.
         
  BOXER CAPITAL, LLC
 		  
  By:   /s/ Aaron Davis    
    Name:   Aaron Davis   
    Title:   Authorized Signatory   
 
  BOXER ASSET MANAGEMENT INC.
 		  
  By:   /s/ Jefferson R. Voss    
    Name:   Jefferson R. Voss   
    Title:   Director   
 
  IVAN LIEBERBURG
 		  
  By:   /s/ Ivan Lieberburg    
    Ivan Lieberburg, Individually   
       
  JOSEPH LEWIS
 		  
  By:   /s/ Joseph Lewis    
    Joseph Lewis, Individually