Amended Statement of Ownership (sc 13g/a)
13 February 2013 - 10:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO
RULE 13d-2(b)
Maxygen, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
577776107
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
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)
1
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CUSIP No.
577776107
13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Alistair Capital Management,
L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(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
247,852
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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
247,852
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,852
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.9% **
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12
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TYPE OF REPORTING
PERSON*
IA, OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2
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CUSIP No.
577776107
13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Casey H. Nelson
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(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
247,852
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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
247,852
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,852
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.9% **
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12
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TYPE OF REPORTING
PERSON*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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3
SCHEDULE 13G/A
This Amendment No. 1 to the Schedule 13G (this “Amendment”) relates to Common Stock, $0.0001 par value (the “Common
Stock”), of Maxygen, Inc., a Delaware corporation (the “Issuer”), and is being filed on behalf of (i) Alistair Capital Management, L.L.C. (“Alistair Capital”), a Delaware limited liability company, as the investment
manager to a certain private pooled investment vehicle (the “Fund”), and (ii) Casey H. Nelson, as the principal of Alistair Capital (together with Alistair Capital, the “Reporting Persons”). All of the shares of Common Stock
are held by the Fund. This Amendment amends and restates the Schedule 13G filed on February 14, 2012 as set forth below.
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Item 1(a)
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Name of Issuer.
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Maxygen,
Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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411 Borel Avenue, Suite 616
San Mateo, California 94402
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Item 2(a)
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Name of Person Filing.
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(i) Alistair Capital Management, L.L.C. (“Alistair Capital”) and (ii) Casey H. Nelson.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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100 Crescent Court, Suite 805
Dallas, TX 75201.
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Item 2(c)
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Citizenship or Place of Organization.
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Alistair Capital is a Delaware limited liability company. Mr. Nelson is a United States citizen.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, $0.0001 par value (the “Common Stock”).
577776107
4
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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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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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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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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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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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x
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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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 association 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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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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The Reporting Persons may be deemed the beneficial owners of 247,852 shares of Common Stock held by the Fund.
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(b)
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The Reporting Persons may be deemed the beneficial owners of 0.9% of the outstanding shares of Common Stock. This percentage was calculated by dividing (i) the
number of shares of Common Stock reported in Item 4(a) held by the Reporting Persons by (ii) 27,801,220, the number of shares of Common Stock issued and outstanding as of October 31, 2012, as reported in the Issuer’s Form 10-Q
filed on November 6, 2012 with the Securities and Exchange Commission.
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(c)
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The Reporting Persons have the power to vote and dispose of the 247,852 shares of Common Stock held by the Fund.
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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 Persons have ceased to be the beneficial owners 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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Inapplicable.
5
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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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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
By
signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.
6
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 13, 2013
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Alistair Capital Management, L.L.C.
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By:
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/s/ Casey H. Nelson
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Name: Casey H. Nelson
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Title: Manager
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/s/ Casey H. Nelson
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Casey H. Nelson
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7
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