Clayton Duncan
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
 
 
 
 
Incara Pharmaceuticals Corporation
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
45324E103
                                (CUSIP Numbers)                                
 
 
December 31, 2002
(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)
 
¨ Rule 13d-1(c)
 
x 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 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).

 
  1.

  
Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
 
    Clayton I. Duncan        
    
  2.

  
Check the Appropriate Box if a Member of a Group (See Instructions)
 
Not Applicable
  
 
(a)  ¨
(b)  ¨
  3.

  
SEC Use Only
 
    
  4.

  
Citizenship or Place of Organization
 
    United States
    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON




  
  5.    Sole Voting Power
 
1,130,872
  6.    Shared Voting Power
 
0
  7.    Sole Dispositive Power
 
1,130,872
  8.    Shared Dispositive Power
 
0
  9.

  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,130,872
    
10.

  
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
Not Applicable
    
11.

  
Percent of Class Represented by Amount in Row (9)
 
7.8%
    
12.

  
Type of Reporting Person (See Instructions)
 
IN
    

 
Item 1(a)   Name of Issuer
 
Incara Pharmaceuticals Corporation
 
Item 1(b)   Address of Issuer’s Principal Executive Offices
 
79 T.W. Alexander Dr., 4401 Research Commons, Suite 200, P.O. Box 14287, Research Triangle Park, NC 27709-4287
 
Item 2(a)   Name of Person Filing
 
Clayton I. Duncan
 
Item 2(b)   Address of Principal Business Office, or, if None, Residence
 
79 T.W. Alexander Dr., 4401 Research Commons, Suite 200, P.O. Box 14287, Research Triangle Park, NC 27709-4287
 
Item 2(c)   Citizenship
 
United States
 
Item 2(d)   Title of Class of Securities
 
Common Stock
 
Item 2(e)   CUSIP Number
 
45324E103
 
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b)
 
Not Applicable
 
Item 4. Ownership
 
 
(a)
 
As of December 31, 2002, Mr. Duncan beneficially owned an aggregate of 1,130,872 shares of the Issuer’s Common Stock which includes (i) 482,470 shares owned (of which, 128,889 shares are unvested shares of restricted stock) by Mr. Duncan, (ii) 192,000 shares owned by Mr. Duncan’s children, (iii) 102,700 shares owned by a family LLC, (iv) 338,822 shares issuable upon exercise of options held by Mr. Duncan and (v) 14,880 shares issuable upon exercise of warrants held by the family LLC. Mr. Duncan disclaims beneficial ownership of the shares held by his children.

 
 
(b)
 
Percent of class: 7.8%
 
 
(c)
 
Number of shares as to which such person has:
 
 
(i)
 
Sole power to vote or to direct the vote: 1,130,872
 
(ii)
 
Shared power to vote or to direct the vote: 0
 
(iii)
 
Sole power to dispose or to direct the disposition of: 1,130,872
 
(iv)
 
Shared power to dispose or to 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
 
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
 
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.
 
January 14, 2003
Date
 
/s/ Clayton I. Duncan
Clayton I. Duncan