- Amended Statement of Ownership (SC 13G/A)
22 December 2011 - 1:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
(CUSIP Number)
(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)
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*
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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.
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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).
Page 1 of 8
pages
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1.
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Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
QVT Financial
LP
11-3694008
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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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…
4,023,812
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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…
4,023,812
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person…
4,023,812
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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)
4.91%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 2 of 8
pages
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1.
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Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
QVT Financial GP
LLC
11-3694007
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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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…
4,023,812
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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…
4,023,812
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person…
4,023,812
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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)
4.91%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 3 of 8
pages
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1.
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Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
QVT Fund
LP
98-0415217
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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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…
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…
0
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6.
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Shared Voting Power…
3,632,639
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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…
3,632,639
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person…
3,632,639
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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)
4.45%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 4 of 8
pages
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1.
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Names of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
QVT Associates
GP LLC
01-0798253
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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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…
4,023,812
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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…
4,023,812
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person…
4,023,812
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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)
4.91%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 5 of 8
pages
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Item 1
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(a).
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Name of Issuer
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Inhibitex, Inc. (the “Issuer”)
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Item 1
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(b).
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Address of Issuer’s Principal Executive Offices
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The address of the Issuer’s principal executive offices is:
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9005 Westside Parkway, Alpharetta, Georgia 30009, United States
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Item 2
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(a).
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Name of Person Filing
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Item 2
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(b).
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Address of Principal Business Office or, if none, Residence
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Item 2
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(c).
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Citizenship
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QVT Financial LP
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Partnership
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QVT Financial GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
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QVT Fund LP
Walkers SPV, Walker House
87 Mary Street
George Town, Grand Cayman, KY1-9002 Cayman Islands
Cayman Islands Limited Partnership
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QVT Associates GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
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Item 2
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(d).
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Title of Class of Securities
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Common Stock, $0.001 par value (the “Common Stock”).
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Item 2
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(e).
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CUSIP Number
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The CUSIP number of the Common Stock is 45719T103.
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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 (15 U.S.C.
80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the
type of institution: .
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Page 6 of 8
pages
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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QVT Fund LP (the “Fund”), beneficially owns 299,299 shares of Common Stock. The Fund also holds 3,333,340 four-year term warrants (“Warrants”),
which, subject to certain conditions, entitle the Fund to purchase shares of Common Stock. Therefore, the Fund may be deemed to beneficially own 3,632,639 shares of Common Stock. Quintessence Fund L.P. (“Quintessence”) beneficially owns
33,107 shares of Common Stock and 358,066 Warrants, and therefore, Quintessence may be deemed to beneficially own 391,173 shares of Common Stock.
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QVT Financial LP (“QVT Financial”) is the investment manager for the Fund and Quintessence. Accordingly, QVT Financial may be deemed to be the beneficial
owner of an aggregate amount of 4,023,812 shares of Common Stock, consisting of the shares of Common Stock and Warrants owned by the Fund and Quintessence.
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QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT
Associates GP LLC, as General Partner of the Fund and Quintessence, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Fund and Quintessence, and accordingly, QVT Associates GP LLC may be deemed to be the
beneficial owner of an aggregate amount of 4,023,812 shares of Common Stock.
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The reported share amounts reflect amounts beneficially owned by the reporting persons as of the date hereof. As of November 4, 2011, the Fund beneficially owned
2,268,385 shares of Common Stock and 3,333,340 Warrants and Quintessence beneficially owned 245,177 shares of Common Stock and 358,066 Warrants.
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The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated on the basis of (i) 78,293,482 shares of Common Stock outstanding,
which is the total number of shares issued and outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 and filed with the Securities and Exchange Commission on November 8, 2011, and (ii)
Rule 13d-3(d)(1)(i).
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(b)
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Percent of class:
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See Item 11 of the Cover Pages to this Schedule 13G.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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See item (a) above.
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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See item (a) above.
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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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As of November 10, 2011, the Fund has ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock. As of December 20, 2011, each of QVT
Financial, QVT Financial GP LLC and QVT Associates GP LLC has ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock.
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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
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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
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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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Page 7 of 8
pages
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.
Dated: December 21, 2011
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QVT FINANCIAL LP
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QVT FUND LP
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By QVT Financial GP LLC,
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By QVT Associates GP LLC,
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its General Partner
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its General Partner
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By:
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/s/ Tracy Fu
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By:
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/s/ Tracy Fu
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name:
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Meg Eisner
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Name:
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Meg Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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QVT FINANCIAL GP LLC
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QVT ASSOCIATES GP LLC
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By:
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/s/ Tracy Fu
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By:
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/s/ Tracy Fu
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name:
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Meg Eisner
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Name:
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Meg Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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Page 8 of 8
pages
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