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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington,
D.C. 20549 |
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SCHEDULE 13D/A |
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(Amendment No. 1 )*
Flamel Technologies, S.A.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
338488 109
(CUSIP Number)
Hope
Flack
BVF Partners L.P.
227 West Monroe Street, Suite
4800
Chicago, Illinois 60606
(312) 263-7777
(Name,
Address and
Telephone Number of Person
Authorized to Receive Notices and
Communications)
July 19, 2005
(Date
of Event
which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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. 338488 109 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Source
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Funds (See Instructions) |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship
or Place of Organization |
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Number
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Sole
Voting
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8. |
Shared
Voting
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9. |
Sole
Dispositive Power |
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10. |
Shared
Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of
Class Represented by Amount in Row (11) |
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14. |
Type
of
Reporting Person (See Instructions) |
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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) |
ý |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of
Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship
or Place of Organization |
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Number
of |
7. |
Sole
Voting
Power |
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8. |
Shared
Voting
Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared
Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of
Class Represented by Amount in Row (11) |
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14. |
Type
of
Reporting Person (See Instructions) |
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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) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of
Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship
or Place of Organization |
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Number
of |
7. |
Sole
Voting
Power |
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8. |
Shared
Voting
Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared
Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of
Class Represented by Amount in Row (11) |
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14. |
Type
of
Reporting Person (See Instructions) |
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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) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of
Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship
or Place of Organization |
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Number
of |
7. |
Sole
Voting
Power |
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8. |
Shared
Voting
Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared
Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of
Class Represented by Amount in Row (11) |
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14. |
Type
of
Reporting Person (See Instructions) |
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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) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of
Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship
or Place of Organization |
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Number
of |
7. |
Sole
Voting
Power |
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8. |
Shared
Voting
Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared
Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of
Class Represented by Amount in Row (11) |
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14. |
Type
of
Reporting Person (See Instructions) |
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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) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of
Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship
or Place of Organization |
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Number
of |
7. |
Sole
Voting
Power |
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8. |
Shared
Voting
Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared
Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of
Class Represented by Amount in Row (11) |
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14. |
Type
of
Reporting Person (See Instructions) |
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7
This Amendment No. 1 to Schedule 13D amends the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission on April 21, 2005 by the Reporting Persons and is being filed by the Reporting Persons to disclose a decrease of more than 1% in their beneficial ownership of the Ordinary Shares.
Capitalized terms used herein and not defined herein have the meanings ascribed to them in the Schedule 13D. Except as specifically set forth herein, the information set forth in the Schedule 13D remains unchanged.
The Schedule 13D is hereby amended as follows:
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Item 5. |
Interest in Securities of the Issuer |
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Item 5 is hereby amended and restated to read in its entirety as follows: The Reporting Persons’ percentage ownership of the Ordinary Shares is based on 21,751,590 shares being outstanding, as reported in Flamel's Report on Form 20-F for the fiscal year ended December 31, 2004.
(a) BVF beneficially owns 618,652 Ordinary Shares, BVF2 beneficially owns 595,470 Ordinary Shares, Investments beneficially owns 744,600 Ordinary Shares, ILL10 beneficially owns 104,020 Ordinary Shares and each of Partners and BVF Inc. beneficially owns 2,062,742 Ordinary Shares, representing percentage ownership of approximately 2.8%, 2.7%, 3.4%, 0.5% and 9.5%, respectively. |
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(b) Each of BVF, BVF2, Investments and ILL10 shares with Partners voting and dispositive power over the Ordinary Shares each such entity beneficially owns. Partners and BVF Inc. share voting and dispositive power over the 2,062,742 Ordinary Shares they beneficially own with BVF, BVF2 and Investments, and ILL10.
(c) The following sales of Ordinary Shares have been made in the last sixty (60) days by the following Reporting Persons.
| Sales of Ordinary Shares | |||
| Reporting Person | Date | Shares Sold | Weighted Average Price |
| BVF | July 19, 2005 | 51,400 | $19.7524 |
| July 20, 2005 | 37,000 | 19.9053 | |
| July 21, 2005 | 9,600 | 20.0525 | |
| Reporting Person | Date | Shares Sold | Weighted Average Price |
| ILL10 | July 19, 2005 | 8,500 | $19.7524 |
| July 20, 2005 | 6,000 | 19.9053 | |
| July 21, 2005 | 1,600 | 20.0525 |
| Reporting Person | Date | Shares Sold | Weighted Average Price |
| BVF2 | July 19, 2005 | 111,500 | $19.7524 |
| July 20, 2005 | 82,000 | 19.9053 | |
| July 21, 2005 | 20,800 | 20.0525 |
The sales by the Reporting Persons on July 19, 2005 were effected through Jones Trading Institutional Services LLC and Punk Ziegel & Company in the open market. The sales by the Reporting Persons on July 20, 2005 and July 21, 2005 were effected through Punk Ziegel & Company in the open market.
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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: July 22, 2005
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BIOTECHNOLOGY VALUE FUND, L.P. |
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By: |
BVF Partners L.P., its general partner |
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By: |
BVF Inc., its general partner |
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By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
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President |
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BIOTECHNOLOGY VALUE FUND II, L.P. |
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By: |
BVF Partners L.P., its general partner |
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By: |
BVF Inc., its general partner |
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By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
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President |
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BVF INVESTMENTS, L.L.C. |
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By: |
BVF Partners L.P., its manager |
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By: |
BVF Inc., its general partner |
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By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
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President |
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INVESTMENT 10, L.L.C. |
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BVF Partners L.P., its attorney-in-fact |
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By: |
BVF Inc., its general partner |
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By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
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President |
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BVF PARTNERS L.P. |
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By: |
BVF Inc., its general partner |
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By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
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President |
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BVF INC. |
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By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
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President |
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