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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
REPROS THERAPEUTICS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
76028H100
(CUSIP Number)
October 16, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
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. 76028H100 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
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. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
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. 76028H100 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
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. 76028H100 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
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. 76028H100 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
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. 76028H100 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
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. 76028H100 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
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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Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices The Woodlands TX 77380 |
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Item 2. |
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(a) |
Name
of Person Filing |
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(b) |
Address
of Principal Business Office or, if none, Residence San Diego, CA 92130 |
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(c) |
Citizenship |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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Item 3. |
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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Not applicable. |
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Item 4. |
Ownership |
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(a) |
Amount beneficially owned:
See item 9 of each cover page.
Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the Act), the undersigned hereby file this Schedule 13G Statement (this Schedule 13G) on behalf of (i) Mark Lappe, (ii) Jon Faiz Kayyem, (iIi) Efficacy Capital Ltd., a Bermuda limited liability company (Efficacy Capital), (iv) Efficacy Biotech Fund, L.P., a Delaware limited partnership (EBF), (v) Efficacy Biotech Fund Limited, a Bermuda Exempted Mutual Fund Company (EBFL), and (vi) Efficacy Biotech Master Fund Ltd., a Bermuda Exempted Mutual Fund Company (EBMFL) (collectively, the Reporting Persons).
Efficacy Capital is a Reporting Person with respect to shares of Common Stock of Repros Therapeutics, Inc., a Delaware corporation (the Shares), held for the account of EBMFL to which it acts as investment adviser with investment discretion over portfolio investments. Efficacy Capital is the manager of EBMFL. Mark Lappe and Jon Faiz Kayyem are Managing Partners of Efficacy Capital, the Investment Manager for the Reporting Persons. EBF and EBFL each own an indirect interest in the Shares due to their respective interests in EBMFL
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. |
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(b) |
Percent of class: See item 11 of each cover page. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote See Item 5 of each cover page. |
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(ii) |
Shared power to vote or to direct the vote See Item 6 of each cover page. |
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(iii) |
Sole power to dispose or to direct the disposition of See Item 7 of each cover page. |
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(iv) |
Shared power to dispose or to direct the disposition of See Item 8 of each cover page. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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In connection with the transactions described herein, Efficacy Capital entered into an Investment Advisory Agreement, dated as of May 7, 2006, by and between Efficacy Capital and FMG Special Opportunity Fund Ltd. (the FMG Agreement). The FMG Agreement permits Efficacy Capital to purchase, sell, and vote Shares, and to give proxies for Shares, on behalf of FMG Special Opportunity Fund Ltd. |
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Item 7. |
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. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
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Item 10. |
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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10/30/07 |
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Date |
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/s/ Mark Lappe |
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Mark Lappe |
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/s/ Jon Faiz Kayyem |
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Jon Faiz Kayyem |
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Efficacy Capital Ltd., |
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a Bermuda limited liability company |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |
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Efficacy Biotech Fund, L.P., |
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a Delaware limited partnership |
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By: Efficacy Capital Ltd. |
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Its: General Partner |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |
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Efficacy Biotech Fund Limited, |
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a Bermuda Exempted Mutual Fund Company |
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By: Efficacy Capital Ltd. |
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Its: Manager |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |
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Efficacy Biotech Master Fund Ltd., |
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a Bermuda Exempted Mutual Fund Company |
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By: Efficacy Capital Ltd. |
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Its: Manager |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |
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EXHIBITS:
Exhibit 1: Joint Filing Agreement
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