Callisto Pharmaceuticals Inc - Statement of Ownership (SC 13G)
15 February 2008 - 5:57AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
1
Callisto Pharmaceuticals Inc.
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(Name of Issuer)
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Common Shares
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(Title of Class of Securities)
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December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
_________________
1
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
.)
CUSIP No. 1312EM104
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13G
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Page 2 of 5 Pages
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1)
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
RAB Special Situations (Master) Fund Limited
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2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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4)
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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(5)
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Sole Voting Power
12,008,533*
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(6)
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Shared Voting Power
0
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(7)
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Sole Dispositive Power
12,008,533*
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(8)
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Shared Dispositive Power
0
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9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,008,553*
*The reporting person owns 708,293 shares of common stock of the issuer, 500,000 Series B Preferred shares, which may be converted
into 1,000,000 common shares, and warrants exercisable to acquire an additional 10,300,240 shares of common stock. The Series B
preferred shares warrants are not convertible into common shares if, as a result of a conversion or exercise, the holder would then
become a ten percent beneficial owner of the issuers common stock, as defined in Rule 16a-2 under the Securities Exchange At of
1934.
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10)
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Check If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
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11)
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Percent of Class Represented by Amount in Row (9)
Up to 9.9999%**
**The percentages used herein are calculated based upon 46,863,161 outstanding shares as of November 12, 2007, plus 11,300,240 common
shares in aggregate underlying convertible securities which are beneficially owned by the reporting persons and included pursuant to
Rule 13d-3(d)(1)(i) of the Act.
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12)
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. 1312EM104
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13G
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Page 3 of 5 Pages
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Item 1 (a)
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Name of Issuer:
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Callisto Pharmaceuticals Inc.
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Item 1 (b)
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Address of Issuers Principal Executive Offices:
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420 Lexington Avenue, Suite 1009
New York, New York 10170
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Item 2 (a)
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Name of Person Filing:
RAB Special Situations (Master) Fund Limited
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Item 2 (b)
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Address of Principal Business Office or, if none, Residence:
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RAB Special Situations (Master) Fund Limited
P.O. Box 908 GT
Walker House Mary Street
George Town, Cayman Islands
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Item 2 (c)
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Citizenship:
Cayman Islands
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Item 2 (d)
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Title of Class of Securities:
Common Shares
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Item 2 (e)
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CUSIP Number:
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1312EM104
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company, in accordance with Rule
13d-1(b)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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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;
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box.
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CUSIP No. 1312EM104
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13G
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Page 4 of 5 Pages
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Item 4.
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Ownership.
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Provide the following information regarding
the aggregate number and percentage of the class of securities identified in Item 1.
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(a)
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Amount beneficially owned:
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See Item 9 on the cover page
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(b)
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Percent of Class:
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See Item 11 on the cover page
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(c)
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Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Sole power to dispose or to direct the disposition of:
See Items 5-8 on cover page
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If the 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
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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N/A
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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.
N/A
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Item 9.
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Notice of Dissolution of Group.
N/A
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CUSIP No. 1312EM104
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13G
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Page 5 of 5 Pages
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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.
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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.
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RAB Special Situations (Master) Fund Limited
by Fraser McGee and Jake Leavesley
Authorised signatories for RAB Capital plc
for and on behalf of
RAB Special Situations (Master) Fund Limited
/s/ Fraser McGee
(Signature)
/s/ Jake Leavesley
(Signature)
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/s/ William Philip Seymour Richards
William Philip Seymour Richards
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