UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Coronado Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
21976U109
(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:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing of 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.
CUSIP No. 21976U109 | Page 2 of 6 |
1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Lindsay A. Rosenwald, M.D. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
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3. | SEC Use Only
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4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned By Each Reporting Person with: |
5. | Sole Voting Power
3,594,511 (1) | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
3,594,511 (1) | |||||
8. | Shared Dispositive Power
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,594,511 (1) |
(1) | Does not include (i) 453,822 shares of common stock held by the LAR Family Trusts, (ii) 11,047 shares of common stock underlying warrants held by the LAR Family Trusts or (iii) 1,000,000 shares of common stock held by trusts established for the benefit of Dr. Rosenwalds Family, over which Dr. Rosenwald does not have any voting or dispositive power. |
CUSIP No. 21976U109 | Page 3 of 6 |
10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
14.72% (2) | |||||
12. | Type of Reporting Person
IN |
Item 1 | (a) |
Name of Issuer | ||||||||||
Coroando Biosciences, Inc. (the Issuer) | ||||||||||||
Item 1 | (b) |
Address of Issuers Principal Executive Offices | ||||||||||
24 New England Executive Park Burlington, MA 01803 |
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Item 2 | (a) |
Name of Person Filing | ||||||||||
Lindsay A. Rosenwald, M.D. | ||||||||||||
Item 2 | (b) |
Address of Principal Business Office, or if none, Residence | ||||||||||
c/o Coronado Biociences, Inc. 24 New England Executive Park Burlington, MA 01803 |
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Item 2 | (c) |
Citizenship | ||||||||||
United States | ||||||||||||
Item 2 | (d) |
Title of Class of Securities | ||||||||||
Common Stock, $0.001 par value (Common Stock) |
(2) | Based on 24,400,759 shares of common stock outstanding as of December 31, 2012, as provided by the Issuer. |
CUSIP No. 21976U109 | Page 4 of 6 |
Item 2 | (e) |
CUSIP Number | ||||||||||
21976U109 | ||||||||||||
Item 3. | Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c) | |||||||||||
Not Applicable | ||||||||||||
Item 4. | Ownership | |||||||||||
(a) | Amount Beneficially Owned | |||||||||||
As of the date hereof, the Reporting Person beneficially owns an aggregate of 3,594,511 shares of Common Stock, consisting of (i) 2,659,001 shares of Common Stock held directly by Dr. Rosenwald, (ii) 742,861 shares of Common Stock held by Paramount Biosciences, LLC, (iii) 170,983 shares of Common Stock held by Capretti Grandi LLC and (iv) 21,666 shares of Common Stock issuable upon the exercise of options held by Dr. Rosenwald exercisable in the next 60 days. Dr. Rosenwald has voting and dispositive control over the shares of Common Stock held by Paramount Biosciences, LLC and Capretti Grandi LLC. Does not include (i) 453,822 shares of Common Stock held by the LAR Family Trusts, (ii) 11,047 shares of Common Stock underlying warrants held by the LAR Family Trusts or (iii) 1,000,000 shares of Common Stock held by trusts established for the benefit of Dr. Rosenwalds family, over which Dr. Rosenwald does not have any voting or dispositive control. | ||||||||||||
Percent of Class | ||||||||||||
14.72 %, based on 24,400,754 shares of common stock of the Issuer outstanding as of December 31, 2012, as provided by the Issuer. |
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(b) | Number of shares as to which the person has; | |||||||||||
(i) | sole power to vote or direct the vote: | |||||||||||
3,594,511 | ||||||||||||
(ii) | shared power to vote or direct the vote: | |||||||||||
0 | ||||||||||||
(iii) | sole power to dispose or direct the disposition of: | |||||||||||
3,594,511 | ||||||||||||
(iv) | shared power to dispose or direct the disposition of: | |||||||||||
0 | ||||||||||||
Item 5. |
Ownership of Five Percent or Less of a Class | |||||||||||
Not Applicable | ||||||||||||
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | |||||||||||
Not Applicable |
CUSIP No. 21976U109 | Page 5 of 6 |
Item 7. |
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 | |||||||||||
Not Applicable |
CUSIP No. 21976U109 | Page 6 of 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 14, 2013
/s/ Lindsay A. Rosenwald, M.D. |
Lindsay A. Rosenwald, M.D. |