SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Atherogenics Inc
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
047439104
(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:
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 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).
CUSIP No. 047439104
13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Aristeia Capital, LLC
13-3953132
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
2,367,278
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
2,367,278
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,367,278
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12 TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13G
Item 1(a) Name of Issuer.
Atherogenics Inc
Item 1(b) Address of Issuers Principal Executive Offices.
8995 Westside Parkway
Alpharetta, GA 30004
Item 2(a) Name of Person Filing.
This Schedule 13G (the "Schedule 13G") is being filed on behalf of each
of the following persons (each a "Reporting Person"):
(i) Aristeia Capital, LLC
The Schedule 13G relates to Shares (as defined herein) of common stock
of the Issuer held for the accounts of Aristeia Capital, LLC.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
136 Madison Avenue, 3rd Floor
New York, NY 10016
Item 2(c) Citizenship or Place of Organization.
(i) Aristeia Capital, LLC is a Delaware limited liability company.
Item 2(d) Title of Class of Securities.
Common Stock, par value $0.01 per share (the "Shares").
Item 2(e) CUSIP Number.
047439104
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) An investment advisor in accordance with section
240.13d-1 (b)(1)(ii)(E).
(f) An employee benefit plan or endowment fund in accordance
with section 240.13d-1(b)(1)(ii)(F).
(g) A parent holding company or control person in accordance
with section 240.13d-1(b)(1)(ii)(G).
(h) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) Group, in accordance with section 240.13d-1(b)
(1)(ii)(J).
Item 4 Ownership.
The Reporting Person may be deemed to beneficially own 2,367,278 Shares that
are issuable on the conversion of the Issuers convertible notes that are
held by the Reporting Person.
Ownership as of December 31, 2008 is incorporated by reference to items (5),(9)
and (11) of the cover page of the Reporting Person.
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.
By signing below each of the Reporting Persons certifies that, to the best of
such person's knowledge, and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits Not Applicable.
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 13, 2009
ARISTEIA CAPITAL, LLC
By: Aristeia Capital, LLC.,
By: /s/ Robert H. Lynch, Jr.
Name: Robert H. Lynch, Jr.
Title: Managing Member