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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Palatin Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
696077304
December 31, 2008
(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)
þ Rule 13d-1(c)
o 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 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).
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CUSIP No. |
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696077304 |
13G |
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NAMES OF REPORTING PERSONS:
Mark Slezak |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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SOLE VOTING POWER |
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1,642,474 (1) |
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SHARED VOTING POWER |
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2,698,010 (2) |
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SOLE DISPOSITIVE POWER |
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1,642,474 (1) |
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SHARED DISPOSITIVE POWER |
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2,698,010 (2) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,340,484 (1)(2) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.0% (3) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
(1) Includes
shares issuable upon the exercise of warrants to purchase an aggregate of 268,364 shares of Issuer’s common stock that are exercisable within 60 days of the date of this Schedule 13G.
(2) Includes
shares issuable upon the exercise of warrants to purchase an aggregate of 497,833 shares of Issuer’s common stock that are exercisable within 60 days of the date of this Section 13G.
(3) Calculated
assuming exercise of warrants to purchase an aggregate of 766,197 shares of Issuer’s common stock and based upon the 86,662,901 shares of common stock outstanding as of November 13, 2008, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Commission on November 14, 2008.
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CUSIP No. |
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696077304 |
13G |
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5 pages |
Item 1(a) Name of Issuer:
Palatin Technologies, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices:
4-C Cedar Brook Drive
Cranbury, New Jersey 08512
Item 2(a) Name of Person Filing:
Mark Slezak
Item 2(b) Address of Principal Business Office or, if none, Residence:
c/o Lurie Investments, Inc.
440 West Ontario Street
Chicago, Illinois 60654
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2(e) CUSIP Number:
696077304
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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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An investment adviser 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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A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); |
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CUSIP No. |
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696077304 |
13G |
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5 pages |
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(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
(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). |
Item 4. Ownership
The Reporting Person’s calculation of its percentage ownership of the common stock,
$0.01 par value per share of Palatin Technologies, Inc. (“Common Stock”), is based
upon 86,662,901 shares of Common Stock issued and outstanding as of November 13,
2008, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the
Commission on November 14, 2008 and includes the beneficial ownership by the
Reporting Person of an aggregate of 766,197 warrants (the “Warrants”) to purchase an
equivalent number of shares of Common Stock that are exercisable within 60 days of
the date of this Schedule 13G.
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(a) |
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Amount beneficially owned: |
4,340,484
5.0%
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Number of shares as to which the person has: |
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Sole power to vote or to direct the vote |
1,642,474*
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Shared power to vote or to direct the vote |
2,698,010**
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Sole power to dispose or direct the disposition of |
1,642,474*
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Shared power to dispose or to direct the disposition of |
2,698,010**
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As of December 31, 2008, the Reporting Person had sole voting power and sole investment power
over shares of Common Stock and Warrants held of record as follows: |
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Alfa-Tech, LLC
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1,374,110 shares of Common Stock |
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268,364 Warrants |
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As of December 31, 2008, the Reporting Person had shared
voting power and shared investment power over shares of Common
Stock and Warrants held of record as follows: |
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Lurie Investment
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1,793,065 shares of Common Stock |
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Fund, LLC
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409,805 Warrants |
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CUSIP No. |
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696077304 |
13G |
Page |
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5 pages |
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WASK Investments,
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352,112 shares of Common Stock |
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LLC
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88,028 Warrants |
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Lurie Investments,
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55,000 shares of Common Stock |
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Inc. |
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Item 5. Ownership of Five Percent or Less of a Class
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
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Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
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Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company |
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
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.
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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Date: February 11, 2009 |
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/s/ Mark Slezak
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Mark Slezak |
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