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SC 13D/A
FCMI FINANCIAL CORP ET AL filed this Form SC 13D/A on 10/16/2012
Entire Document
 
 

 

On the date of this Schedule 13D, after the sales described above, the Filing Persons are the beneficial owners of 30,789,290 Ordinary Shares, constituting approximately 16.7% of the Issuer’s Ordinary Shares. Such percentage beneficial ownership has been calculated as if 184,087,937 Ordinary Shares were outstanding, comprising (i) 177,087,937 Ordinary Shares outstanding as of September 28, 2012, as set forth in the Issuer’s prospectus dated October 15, 2012, plus (ii) 7,000,000 Ordinary Shares underlying warrants held by Pan Atlantic to purchase 700,000 ADSs, which are deemed to be outstanding for purposes of this calculation pursuant to Commission Rule 13d-3(d)(1)(i) under the Act. Of such 30,789,290 Ordinary Shares:

 

  9,899,290 Ordinary Shares are issued and outstanding and owned directly by Pan Atlantic (including 311,770 Ordinary Shares held for the benefit of the other member of the joint venture described in Item 4 of the Filing Persons’ Schedule 13D filed February 27, 2012);
     
  13,990,000 Ordinary Shares are issued and outstanding and evidenced by 1,399,000 ADSs held by Pan Atlantic; and
     
  7,000,000 Ordinary Shares are issuable upon issuance of 700,000 ADSs issuable upon exercise of the Warrants held by Pan Atlantic.

 

The decrease in the Filing Persons' percentage beneficial ownership of the Issuer's Ordinary Shares from 17.8%, as reported in Amendment No. 2 to the Filing Persons' Schedule 13D, to 16.7%, as reported herein, reflects both the sales by Pan Atlantic described above and an increase in the number of Ordinary Shares outstanding from 176,056,151 Ordinary Shares outstanding as of March 23, 2012, as described in Amendment No. 2 to the Filing Persons' Schedule 13D, to 177,087,937 Ordinary Shares outstanding on September 28, 2012, as described herein.

 

Pan Atlantic is a wholly owned subsidiary of FCMI. All of the outstanding shares of FCMI are held by Mr. Friedberg, members of his family, and trusts for the benefit of members of his family. Albert D. Friedberg retains possession of the voting and dispositive power over the FCMI shares held by members of the Friedberg family and trusts for the benefit of members of his family and, as a result, controls and may be deemed the beneficial owner of 100% of the outstanding shares and sole controlling person of FCMI. By virtue of his control of FCMI, Mr. Friedberg may be deemed to possess voting and dispositive power over the shares owned by FCMI’s wholly-owned subsidiary, Pan Atlantic. Except for such beneficial ownership by Albert D. Friedberg, none of the directors or officers of FCMI or Pan Atlantic beneficially own any Ordinary Shares or ADSs.

 

Except as described in this Schedule 13D (Amendment No. 3), none of the Filing Persons and none of the officers or directors of FCMI or of Pan Atlantic beneficially own any Ordinary Shares or ADSs, and none of such persons has effected any transactions in the Issuer’s securities subsequent to the filing of Amendment No. 2 to the Filing Persons’ Schedule 13D.

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