Adolor Corp - Amended Statement of Ownership (SC 13G/A)
15 February 2008 - 4:05AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 2)
Under
the
Securities Exchange Act of 1934
Adolor
Corporation
(Name
of
Issuer)
Common
Stock, $0.0001 par value
(Title
of
Class of Securities)
00724X102
(CUSIP
Number)
December
31, 2007
(Date
of
Event Which Requires Filing of this Statement)
Check
the
following box to designate the rule pursuant to which the Schedule is filed:
o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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Rule
13d-1(d)
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*
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. 00724X102
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
D.
E. Shaw Meniscus Portfolios, L.L.C.
51-0481096
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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)
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o
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(b)
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o
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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
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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
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
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12.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 00724X102
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
D.
E. Shaw & Co., L.L.C.
13-3799946
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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)
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(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
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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
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
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12.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 00724X102
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1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
D.
E. Shaw & Co., L.P.
13-3695715
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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)
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(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.
|
Sole
Voting Power
-0-
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6.
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Shared
Voting Power
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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
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
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11.
|
Percent
of Class Represented by Amount in Row (9)
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12.
|
Type
of Reporting Person (See Instructions)
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CUSIP
No. 00724X102
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
David
E. Shaw
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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)
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o
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(b)
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o
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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
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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
|
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
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11.
|
Percent
of Class Represented by Amount in Row (9)
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12.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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(a)
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Name
of Issuer:
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(b)
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Address
of Issuer's Principal Executive Offices:
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700
Pennsylvania Drive
Exton,
Pennsylvania
19341
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Item
2.
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(a)
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Name
of Person Filing:
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D.
E. Shaw Meniscus Portfolios, L.L.C.
D.
E. Shaw & Co., L.L.C.
D.
E. Shaw & Co., L.P.
David
E. Shaw
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(b)
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Address
of Principal Business Office or, if none, Residence:
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The
business address for each reporting person is:
120
W. 45
th
Street, Tower 45, 39
th
Floor
New
York, NY 10036
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(c)
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Citizenship:
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D.
E. Shaw Meniscus Portfolios, L.L.C. is a limited liability
company
organized under the laws of the state of Delaware.
D.
E. Shaw & Co., L.L.C. is a limited liability company organized
under the laws of the state of Delaware.
D.
E. Shaw & Co., L.P. is a limited partnership organized under
the
laws of the state of Delaware.
David
E. Shaw is a citizen of the United States of
America.
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(d)
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Title
of Class of Securities:
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Common
Stock, $0.0001 par
value
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(e)
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CUSIP
Number:
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is a:
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Not
Applicable
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Item
4.
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Ownership
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As
of December 31, 2007:
(a)
Amount beneficially owned:
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D.
E. Shaw Meniscus Portfolios, L.L.C.:
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D.
E. Shaw & Co., L.L.C.:
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D.
E. Shaw & Co., L.P.:
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490,045
shares
This
is composed of 490,045 shares in the name of D. E. Shaw Valence
Portfolios, L.L.C.
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David
E. Shaw:
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490,045
shares
This
is composed of 490,045 shares in the name of D. E. Shaw Valence
Portfolios, L.L.C.
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(b)
Percent of class:
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D.
E. Shaw Meniscus Portfolios, L.L.C.:
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0.0%
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D.
E. Shaw & Co., L.L.C.:
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0.0%
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D.
E. Shaw & Co., L.P.:
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David
E. Shaw:
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(c)
Number of shares to which the person has:
(i) Sole
power to vote or to direct the vote:
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D.
E. Shaw Meniscus Portfolios, L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(ii) Shared
power to vote or to direct the vote:
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D.
E. Shaw Meniscus Portfolios, L.L.C.:
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D.
E. Shaw & Co., L.L.C.:
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D.
E. Shaw & Co., L.P.:
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David
E. Shaw:
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(iii) Sole
power to dispose or to direct the disposition of:
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D.
E. Shaw Meniscus Portfolios, L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(iv) Shared
power to dispose or to direct the disposition of:
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D.
E. Shaw Meniscus Portfolios, L.L.C.:
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D.
E. Shaw & Co., L.L.C.:
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D.
E. Shaw & Co., L.P.:
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David
E. Shaw:
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David
E.
Shaw does not own any shares directly. By virtue of David E. Shaw’s
position as President and sole shareholder of D. E. Shaw & Co.,
Inc., which is the general partner of D. E. Shaw & Co., L.P.,
which in turn is the managing member and investment adviser of
D. E. Shaw Valence Portfolios, L.L.C., David E. Shaw may be
deemed to have the shared power to vote or direct the vote of, and
the shared
power to dispose or direct the disposition of, the 490,045 shares as
described
above constituting 1.1% of the outstanding shares and, therefore,
David E. Shaw may be deemed to be the beneficial owner of such shares.
David E. Shaw disclaims beneficial ownership of such 490,045
shares.
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 5 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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Not
Applicable
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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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Not
Applicable
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Item
8.
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Identification
and Classification of Members of the Group
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Not
Applicable
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Item
9.
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Notice
of Dissolution of Group
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Not
Applicable
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Item
10.
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Certification
|
By
signing below, each of D. E. Shaw Meniscus Portfolios, L.L.C.,
D. E. Shaw & Co., L.L.C., D. E. Shaw & Co.,
L.P., and David E. Shaw certify that, to the best of such
reporting person’s 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 purposes or
effect.
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SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief,
the
undersigned certify that the information set forth in this statement
is true,
complete and correct. Powers of Attorney, dated October 24, 2007,
granted by
David E. Shaw in favor of Rochelle Elias, are attached hereto.
Dated:
February 14, 2008
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D.
E. Shaw Meniscus Portfolios, L.L.C.
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By:
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D.
E. Shaw & Co., L.L.C., as
managing
member
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By:
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/s/
Rochelle
Elias
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By:
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/s/
Rochelle
Elias
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Rochelle
Elias
Chief
Compliance Officer
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D.
E. Shaw & Co., L.P.
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By:
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/s/
Rochelle
Elias
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David
E. Shaw
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By:
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/s/
Rochelle
Elias
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Attorney-in-Fact
for David E.
Shaw
|
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