Amended Statement of Ownership (sc 13g/a)
05 February 2013 - 10:02PM
Edgar (US Regulatory)
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
YM Biosciences, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
984238105
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(CUSIP Number)
December 31, 2012
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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:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
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).
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CUSIP No.
984238105
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Baker Bros. Advisors, LLC
13-4093645
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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)
¨
(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
Delaware
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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
0
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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
0
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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
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No.
984238105
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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)
¨
(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
United States
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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
0
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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
0
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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
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN,
HC
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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)
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)
¨
(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
United States
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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
0
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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
0
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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
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA
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Item 1(a)
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Name of Issuer:
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YM Biosciences, Inc.
(the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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5045 Orbiter Drive Building 11, Suite 400 Mississauga,
Ontario, Canada L4W 4Y4
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Item 2(a)
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Name of Person Filing:
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This Schedule 13G is being
filed jointly by Baker Bros. Advisors, LLC, Felix J. Baker and Julian C. Baker (collectively, 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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The business address of each of
the Reporting Persons is:
c/o Baker Bros. Advisors, LLC
667 Madison Avenue, 21
st
Floor
New York, NY 10065
(212) 339-5633
Baker Bros. Advisors, LLC (the “Adviser”)
is a limited liability company organized under the laws of the state of Delaware. The citizenship of each of Julian C. Baker and
Felix J. Baker is the United States of America.
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Item 2(d)
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Title of Class of Securities:
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Common Stock, no par
value (“Common Stock”)
984238105
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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:
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(a)
¨
Broker or dealer
registered under Section 15 of the Exchange Act.
(b)
¨
Bank as defined
in section 3(a)(6) of the Exchange Act.
(c)
¨
Insurance company
as defined in section 3(a)(19) of the Exchange Act.
(d)
¨
Investment
company registered under section 8 of the Investment Company Act of 1940.
(e)
x
An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)
¨
An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)
x
A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act.
(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.
(j)
¨
Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
Items 5 through 9 and 11 of each
of the cover pages to this Amendment No. 2 are incorporated herein reference.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 [X ].
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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.
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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
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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.
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.
February 1, 2013
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BAKER BROS. ADVISORS, LLC
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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/s/ Julian C. Baker
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Julian C. Baker
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/s/ Felix J. Baker
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Felix J. Baker
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EXHIBIT A
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 YM Biosciences, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
February 1, 2013
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BAKER BROS. ADVISORS, LLC
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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/s/ Julian C. Baker
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Julian C. Baker
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/s/ Felix J. Baker
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Felix J. Baker
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