rfssched13ga020110.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________

SCHEDULE 13G/A
(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
(Amendment No. 2)
 
 
                                                            Pharmasset, Inc.                                                            
(Name of Issuer)
 
 
                                                              Common Stock                                                              
(Title of Class of Securities)
 
 
                                                                  71715N106                                                                
(CUSIP Number)
 
 
                                                         December 31, 2009                                                             
(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)
þ
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 the disclosures provided in a prior coverage page.
     
   
The information required in 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 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)


Page 1 of 5 Pages
 
 

 
CUSIP No. 71715N106
 
13G
 
Page 2 of 5 Pages



1.
NAMES OF REPORTING PERSONS
 
Raymond F. Schinazi
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
   
(b)  ¨
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
 REPORTING
PERSON WITH
 
5.
 
SOLE VOTING POWER
 
1,662,208
 
6.
 
SHARED VOTING POWER
 
37,666
 
7.
 
SOLE DISPOSITIVE POWER
 
1,662,208
 
8.
 
SHARED DISPOSITIVE POWER
 
37,666
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,699,874
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
   6.0%  
     
12.
TYPE OF REPORTING PERSON
IN
     
   

 

 
 
 

 
CUSIP No. 71715N106
 
13G
 
Page 3 of 5 Pages



 
 
Item 1(a).  Name of Issuer:
 
 
Pharmasset, Inc. (the “Company”)
 
 
 
Item 1(b).  Address of Issuer’s Principal Executive Offices:
 
303-A College Road East
Princeton, New Jersey 08540
 
 
 
Item 2(a).  Name of Person Filing:
 
 
Raymond F. Schinazi
 
 
          Item 2(b).  Address of Principal Business Office or, if None, Residence:
 
2881 Peachtree Road, Unit # 2204
Atlanta, Georgia 30305
 
 
Item 2(c).  Citizenship:
 
United States
 
 
 
Item 2(d).  Title of Class of Securities:
 
         Common Stock, $.001 par value
 
 
 
Item 2(e)  CUSIP Number:
 
    71715N106
 
 
 
Item 3.  If this Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable.
 
 
(a)
¨
Broker or dealer registered under Section 15 of the Exchange Act.
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Exchange Act.
 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act.
 
(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
¨
A parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(G);
 
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3I(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).


 
 

 
CUSIP No. 71715N106
 
13G
 
Page 4 of 5 Pages



 
 
Item 4.  Ownership.
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned:
 
     
 
1,699,874
 
     
(b)
Percent of class:
 
     
 
6.0%, based upon 28,318,573 shares of common stock outstanding as of December 31, 2009, as reported in the Prospectus Supplement filed by the Company on January 28, 2010.
   
(c)
Number of shares as to which such person has:
   
 
(i)
Sole power to vote or to direct the vote
   
1,662,208 (1)
     
 
(ii)
Shared power to vote or to direct the vote
   
37,666 (2)
     
 
(iii)
Sole power to dispose or to direct the disposition of
   
1,662,208 (1)
     
 
(iv)
Shared power to dispose or to direct the disposition of
   
37,666 (2)
     
(1)  
Includes (i) 1,265,742 shares owned directly by Dr. Schinazi and (ii) 396,466 shares owned by RFS Partners, L.P. (RFS & Associates, LLC, an entity managed by Dr. Schinazi is the general partner of, and exercises investment and voting power over the shares held by, RFS Partners, L.P.).
   
(2)  
Dr. Schinazi may be deemed to have shared voting power and shared dispositive power with his wife with respect to 37,666 shares owned directly by her.  Dr. Schinazi disclaims beneficial ownership of shares owned directly by his wife.


 
 

 
CUSIP No. 71715N106
 
13G
 
Page 5 of 5 Pages



 
 
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.  Certifications.
 
 
        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.

 
February 1, 2010
 
Date
   
 
/s/ Raymond F. Schinazi
 
Signature
   
 
Raymond F. Schinazi
 
Name/Title