UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Replidyne, Inc.    

(Name of Issuer)

 

    Common Stock, par value $0.01 per share    

(Title of Class of Securities)

 

        76028W107        

(CUSIP Number)

 


      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
o
x

Rule 13d-1(d)
Rule 13d-1(d)
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 disclosures provided in a prior cover page.

The information required on the reminder 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”) orotherwise 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.   76028W107

Page 2 of 19 Pages

SCHEDULE 13G

 

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON


Perseus-Soros BioPharmaceutical Fund, LP

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

 

3

SEC USE ONLY

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5


6


7


8

SOLE VOTING POWER
1,487,808


SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
1,487,808

SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,487,808

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



        o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

 

12

TYPE OF REPORTING PERSON

PN

 

 

 

CUSIP No. 76028W107

Page 3 of 19 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON


Perseus-Soros Partners, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

 

3

SEC USE ONLY

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5


6


7


8

SOLE VOTING POWER
1,487,808

SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
1,487,808

SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,487,808

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



        o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

 

12

TYPE OF REPORTING PERSON

OO

 

 

 

CUSIP No. 76028W107

Page 4 of 19 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON


Perseus BioTech Fund Partners, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

 

3

SEC USE ONLY

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5


6


7


8

SOLE VOTING POWER
-0-


SHARED VOTING POWER
1,487,808

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
1,487,808

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,487,808

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



        o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

 

12

TYPE OF REPORTING PERSON

OO

 

 

 

CUSIP No. 76028W107

Page 5 of 19 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON


SFM Participation, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

 

3

SEC USE ONLY

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5


6


7


8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
1,487,808

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
1,487,808

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,487,808

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



        o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

 

12

TYPE OF REPORTING PERSON

PN

 

 

 

CUSIP No. 76028W107

Page 6 of 19 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON


SFM AH LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

 

3

SEC USE ONLY

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5


6


7


8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
1,487,808

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
1,487,808

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,487,808

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



        o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

 

12

TYPE OF REPORTING PERSON

OO

 

 

 

CUSIP No. 76028W107

Page 7 of 19 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON


Perseus, L.L.C.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

 

3

SEC USE ONLY

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5


6


7


8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
1,487,808

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
1,487,808

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,487,808

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



        o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

 

12

TYPE OF REPORTING PERSON*

OO

 

 

 

CUSIP No. 76028W107

Page 8 of 19 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON


Frank H. Pearl (in the capacity described herein)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

 

3

SEC USE ONLY

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5


6


7


8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
1,487,808

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
1,487,808

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,487,808

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



        o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

 

12

TYPE OF REPORTING PERSON

IN

 

 

CUSIP No. 76028W107

Page 9 of 19 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON


George Soros (in the capacity described herein)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

 

3

SEC USE ONLY

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5


6


7


8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
1,487,808

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
1,487,808

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,487,808

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



        o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

 

12

TYPE OF REPORTING PERSON

IA

 

 

CUSIP No. 76028W107

Page 10 of 19 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON


Soros Fund Management LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    o
(b)    x

 

3

SEC USE ONLY

 

4

CITENZSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5


6


7


8

SOLE VOTING POWER
-0-

SHARED VOTING POWER
1,487,808

SOLE DISPOSITIVE POWER
-0-

SHARED DISPOSITIVE POWER
1,487,808

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,487,808

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



        o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%

 

12

TYPE OF REPORTING PERSON

OO, IA

 

 

CUSIP No. 76028W107

Page 11 of 19 Pages

SCHEDULE 13G

                

Item 1.

(a)

Name of Issuer

Replidyne, Inc. (the “Company”).

 

(b)

Address of Issuer’s Principal Executive Offices

1450 Infinite Drive
Louisville, CO 80027

Item 2.

(a)

Names of Persons Filing

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

 

 

(i)

Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership (“Perseus-Soros”);

 

 

(ii)

Perseus-Soros Partners, LLC, a Delaware limited liability company (“PSP GP” and general partner of Perseus-Soros);

 

 

(iii)

Perseus BioTech Fund Partners, LLC, a Delaware limited liability company (“PBFP Partners” and managing member of PSP GP);

 

 

(iv)

SFM Participation, L.P., a Delaware limited partnership (“SFM Participation” and managing member of PSP GP);

 

 

(v)

SFM AH LLC, a Delaware limited liability company (“SFM AH” and general partner of SFM Participation);

 

 

(vi)

Perseuspur, L.L.C., a Delaware limited liability company (“Perseuspur” and managing member of PBFP Partners);

 

 

(vii)

Mr. Frank H. Pearl (“Mr. Pearl” and managing member of Perseuspur);

 

 

(viii)

Mr. George Soros (“Mr. Soros” and Chairman of SFM LLC); and

 

 

(ix)

Soros Fund Management LLC, a Delaware limited liability company (“SFM LLC” and the sole managing member of SFM AH).

 

 

 

CUSIP No. 76028W107

Page 12 of 19 Pages

SCHEDULE 13G

 

 

(b)

Address of Principal Business Office

The address of the principal business offices of (i) Perseus-Soros and (ii) PSP, GP is 888 Seventh Avenue, 30th Floor, New York, NY 10106.

The address of the principal business offices of (i) PBFP Partners, (ii) Perseuspur and (iii) Mr. Pearl is 2099 Pennsylvania Ave., N.W., Suite 900, Washington, D.C. 20006.

The address of the principal business offices of (i) SFM Participation, (ii) SFM AH, (iii) SFM LLC and (iv) Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 10106.

 

(c)

Citizenship

 

 

(i)

Perseus-Soros – a Delaware limited partnership

 

 

(ii)

PSP GP – a Delaware limited liability company

 

 

(iii)

PBFP Partners – a Delaware limited liability company

 

 

(iv)

SFM Participation – a Delaware limited partnership

 

 

(v)

SFM AH – a Delaware limited liability company

 

 

(vi)

Perseuspur – a Delaware limited liability company

 

 

(vii)

Mr. Pearl – United States

 

 

(viii)

Mr. Soros – United States

 

 

(ix)

SFM LLC – a Delaware limited liability company

 

(d)

Title of Class of Securities

Common Stock, par value $0.001 per share (the “Common Stock” or “Shares”)

 

(e)

CUSIP Number

76028W107

Information contained herein concerning SFM Participation, SFM AH, SFM LLC and Mr. Soros has been provided by SFM LLC. Perseus-Soros, PSP GP, PBFP Partners, Perseuspur and Mr. Pearl assume no responsibility for such information. Information contained herein concerning PBFP Partners, Perseuspur and Mr. Pearl has been provided by each such Reporting Person. Perseus-Soros, PSP GP, SFM Participation, SFM AH, SFM LLC and Mr. Soros assume no responsibility for such information.

 

 

 

 

CUSIP No. 76028W107

Page 13 of 19 Pages

SCHEDULE 13G

 

Item 3.

This statement is not being filed pursuant to either Rule 13d-1(b) or 13d-2(b) or (c).

Item 4.

Ownership.

 

(a)

Amount Beneficially Owned:

As of December 31, 2008, each of the Reporting Persons may be deemed to beneficially own 1,487,808 Shares.

 

(b)

Percentage Owned:

Based on calculations made in accordance with Rule 13d-3(d), and there being 27,109,556 Shares outstanding as of October 23, 2008, each of the Reporting Persons may be deemed to beneficially own approximately 5.5% of the outstanding Common Stock, as of December 31, 2008.

 

(c)

Number of Shares as to Which Such Person Has:

(i)    Each of Perseus-Soros and PSP GP may be deemed to have sole power to direct the voting and disposition of the 1,487,808 Shares beneficially owned by Perseus-Soros.

(ii) By virtue of the relationships between and among the Reporting Persons as described in Item 2, each of the Reporting Persons other than Perseus-Soros and PSP GP may be deemed to share the power to direct the voting and disposition of 1,487,808 Shares beneficially owned by Perseus-Soros.

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

The partners of Perseus-Soros have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Perseus-Soros in accordance with their ownership interests in Perseus-Soros.

Item 7.

Identification and Classification of Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

 

CUSIP No. 76028W107

Page 14 of 19 Pages

SCHEDULE 13G

 

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.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 

CUSIP No. 76028W107

Page 15 of 19 Pages

SCHEDULE 13G

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated February 17, 2009

 

 

 

PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP

 

 


By: 


Perseus-Soros Partners, LLC
General Partner

 

 


By: 


SFM Participation, L.P.
Managing Member

 

 


By: 


SFM AH LLC
General Partner

 

 


By:


Soros Fund Management LLC
Managing Member

 

 



By: 



/s/ Jodye Anzalotta

 

 

 

Name: Jodye Anzalotta

Title:   Assistant General Counsel

 

 

 

 

CUSIP No. 76028W107

Page 16 of 19 Pages

SCHEDULE 13G

 

 

 

PERSEUS-SOROS PARTNERS, LLC

 

 


By: 


SFM Participation, L.P.
Managing Member

 

 


By: 


SFM AH LLC
General Partner

 

 


By:


Soros Fund Management LLC
Managing Member

 

 



By: 



/s/ Jodye Anzalotta

 

 

 

Name: Jodye Anzalotta

Title:   Assistant General Counsel

 

 

 

 

PERSEUS BIOTECH FUND PARTNERS, LLC

 

 


By: 


Perseuspur, L.L.C.
Managing Member

 

 


By: 


Frank H. Pearl
Managing Member

 

 



By: 



/s/ Kenneth M. Socha

 

 

 

Name: Kenneth M. Socha

Title:   Attorney-in-Fact for Mr. Pearl

 

 

 

 

CUSIP No. 76028W107

Page 17 of 19 Pages

SCHEDULE 13G

 

 

 

SFM PARTICIPATION, L.P.

 

 


By: 


SFM AH LLC
General Partner

 

 


By:


Soros Fund Management LLC
Managing Member

 

 



By: 



/s/ Jodye Anzalotta

 

 

 

Name: Jodye Anzalotta

Title:   Assistant General Counsel

 

 

 

 

SFM AH LLC

 

 


By:


Soros Fund Management LLC
Managing Member

 

 



By: 



/s/ Jodye Anzalotta

 

 

 

Name: Jodye Anzalotta

Title:   Assistant General Counsel

 

 

 

 

PERSEUSPUR, L.L.C.

 

 


By: 


Frank H. Pearl
Managing Member

 

 



By: 



/s/ Kenneth M. Socha

 

 

 

Name: Kenneth M. Socha

Title:   Attorney-in-Fact for Mr. Pearl

 

 

 

 

CUSIP No. 76028W107

Page 18 of 19 Pages

SCHEDULE 13G

 

 

 

MR. FRANK H. PEARL

 

 



By: 



/s/ Kenneth M. Socha

 

 

 

Name: Kenneth M. Socha

Title:   Attorney-in-Fact for Mr. Pearl

 

 

 

 

MR. GEORGE SOROS

 

 



By: 



/s/ Jodye Anzalotta

 

 

 

Name: Jodye Anzalotta

Title:   Attorney-in-Fact

 

 

 

 

SOROS FUND MANAGEMENT LLC

 

 



By: 



/s/ Jodye Anzalotta

 

 

 

Name: Jodye Anzalotta

Title:   Assistant General Counsel

 

 

 

CUSIP No. 76028W107

Page 19 of 19 Pages

SCHEDULE 13G

 

Exhibit Index

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

Exhibit 2.

Power of Attorney, dated June 16, 2005 appointing each of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber and Robert Soros as Attorney-In-Fact for George Soros (previously filed).

Exhibit 3.

Power of Attorney, dated December 6, 2007, appointing each of Kenneth M. Socha and Teresa Y. Bernstein as Attorney-in-Fact for Frank H. Pearl (previously filed).