|
CUSIP
NO. 023111206
|
13
D
|
Page 2
of 19 Pages
|
|||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sofinnova Venture Partners VII, L.P. (“SVP VII”)
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b)
o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
WC
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION Delaware
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
17,513,388 American
Depositary Shares (“ADSs”) (including 3,500,000 ordinary shares
represented by ADSs subject to currently exercisable warrants) e xcept
that Sofinnova Management VII, L.L.C. (“SM VII”), the general partner
of SVP VII, may be deemed to have sole voting power, and Dr. Michael F.
Powell (“Powell”), Dr. James I. Healy (“Healy”) and Eric P. Buatois
(“Buatois”), the managing members of SM VII, may be deemed to have shared
power to vote these ADSs.
|
|||
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
17,513,388
ADSs (including 3,500,000 ordinary shares represented by ADSs subject to
currently exercisable warrants), except that SM VII, the general partner
of SVP VII, may be deemed to have sole dispositive power and Powell, Healy
and Buatois, the managing members of SM VII, may be deemed to have shared
power to dispose of these ADSs.
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
See
response to row 9.
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
17,513,388
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN SHARES
¨
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
17.12%
|
||||
|
14
|
TYPE
OF REPORTING
PERSON
PN
|
||||
|
CUSIP
NO. 023111206
|
13
D
|
Page 3
of 19 Pages
|
|||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sofinnova Management VII, L.L.C. (“SM VII”)
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b) o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
WC
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION Delaware
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
17,513,388
ADSs (including 3,500,000 ordinary shares represented by ADSs issuable
pursuant to currently exercisable warrants), all of which are owned
directly by SVP VII. SM VII, the general partner of SVP VII,
may be deemed to have sole voting power, and Powell, Healy and Buatois,
the managing members of SM VII, may be deemed to have shared power to vote
these ADSs.
|
|||
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
17,513,388
ADSs (including 3,500,000 ordinary shares represented by
ADSs issuable pursuant to currently exercisable warrants), all
of which are owned directly by SVP VII. SM VII, the general
partner of SVP VII, may be deemed to have sole dispositive power, and
Powell, Healy and Buatois, the managing members of SM VII, may be deemed
to have shared dispositive power over these ADSs.
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
See
response to row 9.
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 17,513,388
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN SHARES
o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11 17.12%
|
||||
|
14
|
TYPE
OF REPORTING
PERSON OO
|
||||
|
CUSIP
NO. 023111206
|
13
D
|
Page 4
of 19 Pages
|
|||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dr.
Michael F. Powell (“Powell”)
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b) o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
WC
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION U.S.
Citizen
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|||
|
8
|
SHARED
VOTING POWER
17,513,388
ADSs (including 3,500,000 ordinary shares represented by
ADSs issuable pursuant to currently exercisable warrants), all
of which are directly owned by SVP VII. SM VII, the general partner
of SVP VII, may be deemed to have sole voting power, and Powell, a
managing member of SM VII, may be deemed to have shared voting power to
vote these ADSs.
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
17,513,388
ADSs (including 3,500,000 ordinary shares represented by ADSs issuable
pursuant to currently exercisable warrants), all of which are
directly owned by SVP VII. SM VII, the general partner of SVP VII,
may be deemed to have sole dispositive power, and Powell, a managing
member of SM VII, may be deemed to have shared power to dispose of these
ADSs.
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 17,513,388
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN SHARES
o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11 17.12%
|
||||
|
14
|
TYPE
OF REPORTING
PERSON IN
|
||||
|
CUSIP
NO. 023111206
|
13
D
|
Page 5
of 19 Pages
|
|||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dr.
James I. Healy (“Healy”)
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b) o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
WC
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|||
|
8
|
SHARED
VOTING POWER
17,513,388
ADSs (including 3,500,000 ordinary shares represented by ADSs issuable
pursuant to currently exercisable warrants), all of which are
directly owned by SVP VII. SM VII, the general partner of SVP VII,
may be deemed to have sole voting power, and Healy, a managing member of
SM VII, may be deemed to have shared voting power to vote these
ADSs.
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
17,513,388
ADSs (including 3,500,000 ordinary shares represented by ADSs issuable
pursuant to currently exercisable warrants), all of which are
directly owned by SVP VII. SM VII, the general partner of SVP VII,
may be deemed to have sole dispositive power, and Healy, a managing member
of SM VII, may be deemed to have shared power to dispose of these
ADSs.
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 17,513,388
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN SHARES
o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11 17.12%
|
||||
|
14
|
TYPE
OF REPORTING
PERSON IN
|
||||
|
CUSIP
NO. 023111206
|
13
D
|
Page 6
of 19 Pages
|
|||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eric
P. Buatois (“Buatois”)
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
WC
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|||
|
8
|
SHARED
VOTING POWER
17,513,388
ADSs (including 3,500,000 ordinary shares represented by ADSs issuable
pursuant to currently exercisable warrants), all of which are
directly owned by SVP VII. SM VII, the general partner of SVP VII,
may be deemed to have sole voting power, and Buatois, a managing member of
SM VII, may be deemed to have shared voting power to vote these
ADSs.
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
17,513,388
ADSs (including 3,500,000 ordinary shares represented by ADSs issuable
pursuant to currently exercisable warrants), all of which are
directly owned by SVP VII. SM VII, the general partner of SVP VII,
may be deemed to have sole dispositive power, and Buatois, a managing
member of SM VII, may be deemed to have shared power to dispose of these
ADSs.
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 17,513,388
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN SHARES
o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11 17.12%
|
||||
|
14
|
TYPE
OF REPORTING
PERSON IN
|
||||
|
|
Item
3 of Schedule 13D is amended to add the following information with respect
to the Sofinnova Reporting Persons: SVP VII purchased
3,426,430 ADSs at an average price of $2.8447 per share in a series of
block trades and in the open market from 8/18/2010 to
8/25/2010. The source of the funds for the shares was working
capital.
|
|
ITEM
4.
|
Purpose of
Transaction.
|
|
Date
|
Number
of ADSs
Purchased
|
Price
|
||||||
|
8/18/2010
|
117,500
|
$
|
2.5815
|
|||||
|
8/19/2010
|
168,000
|
$
|
2.6732
|
|||||
|
8/20/2010
|
234,330
|
$
|
2.7242
|
|||||
|
8/24/2010
|
1,086,600
|
$
|
2.8750
|
|||||
|
8/25/2010
|
1,820,000
|
$
|
2.8749
|
|||||
|
ITEM
7.
|
Materials to be Filed as
Exhibits.
|
|
|
Item
7 of the Schedule 13D is amended to add the following additional
Exhibits:
|
|
SOFINNOVA
VENTURE PARTNERS VII, L.P., a Delaware Limited
Partnership
|
|
|
By:
|
SOFINNOVA
MANAGEMENT VII, L.L.C., a Delaware Limited
|
|
Liability
Company
|
|
|
Its:
|
General
Partner
|
|
By:
|
/s/
Nathalie Auber
|
|
Nathalie
Auber
|
|
|
Attorney-in-Fact
|
|
|
SOFINNOVA
MANAGEMENT VII, a Delaware Limited Liability Company
|
|
|
By:
|
/s/
Nathalie Auber
|
|
Nathalie
Auber
|
|
|
Attorney-in-Fact
|
|
|
DR.
JAMES I. HEALY
|
|
|
DR.
MICHAEL F. POWELL
|
|
|
ERIC
P. BUATOIS
|
|
|
By:
|
/s/
Nathalie Auber
|
|
Nathalie
Auber
|
|
|
Attorney-in-Fact
|
|
|
Exhibit
|
Description
|
|
|
E
F
|
Reference
to Nathalie Auber as Attorney-In-Fact
Agreement
of Joint
Filing
|
|
SOFINNOVA
VENTURE PARTNERS VII, L.P., a Delaware Limited
Partnership
|
|
|
By:
|
SOFINNOVA
MANAGEMENT VII, L.L.C., a Delaware Limited
|
|
Liability
Company
|
|
|
Its:
|
General
Partner
|
|
By:
|
/s/
Nathalie Auber
|
|
Nathalie
Auber
|
|
|
Attorney-in-Fact
|
|
|
SOFINNOVA
MANAGEMENT VII, a Delaware Limited Liability Company
|
|
|
By:
|
/s/
Nathalie Auber
|
|
Nathalie
Auber
|
|
|
Attorney-in-Fact
|
|
|
DR.
JAMES I. HEALY
|
|
|
DR.
MICHAEL F. POWELL
|
|
|
ERIC
P. BUATOIS
|
|
|
By:
|
/s/
Nathalie Auber
|
|
Nathalie
Auber
|
|
|
Attorney-in-Fact
|
|