- Amended Statement of Beneficial Ownership (SC 13D/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7) 1

Celera Corporation

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

15100E106

(CUSIP Number)

 

ELIZABETH DELANEY

BVF PARTNERS L.P.

900 North Michigan Avenue

Suite 1100

Chicago, Illinois 60611

[phone]

ADAM W. FINERMAN, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55 th Street

New York, New York 10022

[phone]

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 11, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1               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 ).

 

 

 

---

 

CUSIP NO. 15100E106

 

1	NAME OF REPORTING PERSON   BIOTECHNOLOGY VALUE FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x     (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   4,418,252
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   4,418,252
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,418,252
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.4%
14	TYPE OF REPORTING PERSON   PN

 

2

---

 

CUSIP NO. 15100E106

 

1	NAME OF REPORTING PERSON   BIOTECHNOLOGY VALUE FUND II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x     (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   2,974,850
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   2,974,850
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,974,850
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.6%
14	TYPE OF REPORTING PERSON   PN

 

3

---

 

CUSIP NO. 15100E106

 

1	NAME OF REPORTING PERSON   BVF INVESTMENTS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x     (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   11,434,115
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   11,434,115
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,434,115
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.9%
14	TYPE OF REPORTING PERSON   OO

 

4

---

 

CUSIP NO. 15100E106

 

1	NAME OF REPORTING PERSON   INVESTMENT 10, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x     (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   ILLINOIS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   1,310,275
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   1,310,275
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,310,275
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.6%
14	TYPE OF REPORTING PERSON   OO

 

5

---

 

CUSIP NO. 15100E106

 

1	NAME OF REPORTING PERSON   BVF X LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x     (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   10,000
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   10,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1%
14	TYPE OF REPORTING PERSON   OO

 

6

---

 

CUSIP NO. 15100E106

 

1	NAME OF REPORTING PERSON   BVF PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x     (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   20,147,492
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   20,147,492
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   20,147,492
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   24.5%
14	TYPE OF REPORTING PERSON   PN, IA

 

7

---

 

CUSIP NO. 15100E106

 

1	NAME OF REPORTING PERSON   BVF INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x     (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   20,147,492
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   20,147,492
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   20,147,492
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   24.5%
14	TYPE OF REPORTING PERSON   CO

 

8

---

 

CUSIP NO. 15100E106

 

1	NAME OF REPORTING PERSON   MARK N. LAMPERT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x     (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   20,147,492
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   20,147,492
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   20,147,492
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   24.5%
14	TYPE OF REPORTING PERSON   IN

 

9

---

 

CUSIP NO. 15100E106

 

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”).  This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

The Shares purchased by BVF, BVF2, BVLLC, ILL10 and BVFX were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase cost of the 20,147,492 Shares beneficially owned in the aggregate by BVF, BVF2, BVLLC, ILL10 and BVFX is approximately $152,958,470, including brokerage commissions.

 

Item 5.

Interest in Securities of the Issuer.

 

Items 5(a) and (b) are hereby amended and restated to read as follows:

 

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 82,181,869 Shares outstanding, which is the total number of Shares outstanding as of April 22, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2011.

 

As of the close of business on May 12, 2011, BVF beneficially owned 4,418,252 Shares, BVF2 beneficially owned 2,974,850 Shares, BVLLC beneficially owned 11,434,115 Shares, ILL10 beneficially owned 1,310,275 Shares and BVFX beneficially owned 10,000 Shares, representing percentage ownership of approximately 5.4%, 3.6%, 13.9%, 1.6% and less than 1%, respectively, of the Shares outstanding.

 

As the general partner of BVF and BVF2, the manager of BVLLC, the investment adviser of ILL10 and the general partner, manager and investment adviser, as the case may be, of the members of BVFX, Partners may be deemed to beneficially own the 20,147,492 Shares beneficially owned in the aggregate by BVF, BVF2, BVLLC, ILL10 and BVFX, representing percentage ownership of approximately 24.5% of the Shares outstanding.  As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the 20,147,492 Shares beneficially owned by Partners, representing percentage ownership of approximately 24.5% of the Shares outstanding.

 

Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 20,147,492 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 24.5% of the Shares outstanding.

 

(b)           Each of BVF, BVF2, BVLLC, ILL10 and BVFX shares with Partners voting and dispositive power over the Shares each such entity beneficially owns.  Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 20,147,492 Shares they may be deemed to beneficially own with BVF, BVF2, BVLLC, ILL10 and BVFX.

 

Item 5(c) is hereby amended to add the following:

 

(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer since the filing of Amendment No. 6 to the Schedule 13D.  All of such transactions were effected in the open market.

 

 

10

---

 

CUSIP NO. 15100E106

 

SIGNATURES

 

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

 

Dated: May 13, 2011

BIOTECHNOLOGY VALUE FUND, L.P.			INVESTMENT 10, L.L.C.
By:	BVF Partners L.P., its general partner		By:	BVF Partners L.P., its investment manager
By:	BVF Inc., its general partner		By:	BVF Inc., its general partner
By:	/s/ Mark N. Lampert		By:	/s/ Mark N. Lampert
	Mark N. Lampert			Mark N. Lampert
	President			President

BIOTECHNOLOGY VALUE FUND II, L.P.			BVF X LLC
By:	BVF Partners L.P., its general partner		By:	Biotechnology Value Fund, L.P., member
By:	BVF Inc., its general partner		By:	BVF Partners L.P., its general partner
By:	/s/ Mark N. Lampert		By:	BVF Inc., its general partner
	Mark N. Lampert
	President		By:	/s/ Mark N. Lampert
				Mark N. Lampert
				President

BVF INVESTMENTS, L.L.C.			BVF PARTNERS L.P.
By:	BVF Partners L.P., its manager		By:	BVF Inc., its general partner
By:	BVF Inc., its general partner		By:	/s/ Mark N. Lampert
				Mark N. Lampert
By:	/s/ Mark N. Lampert			President
	Mark N. Lampert
	President

 

		BVF INC.
/s/ Mark N. Lampert		By:	/s/ Mark N. Lampert
MARK N. LAMPERT			Mark N. Lampert
			President

 

 

 

11

---

 

CUSIP NO. 15100E106

 

SCHEDULE A

 

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 6 to the Schedule 13D

 

Class of Security	Securities Purchased		Price ($)	Date of Purchase
BIOTECHNOLOGY VALUE FUND, L.P.
Common Stock	59,050		8.0468	05/10/11
Common Stock	575,900		8.0291	05/11/11
Common Stock	46,400		8.0297	05/12/11
BIOTECHNOLOGY VALUE FUND II, L.P.
Common Stock	19,250		8.0468	05/10/11
Common Stock	387,700		8.0291	05/11/11
Common Stock	32,000		8.0297	05/12/11
INVESTMENT 10, L.L.C.
Common Stock	68,600		8.0468	05/10/11
Common Stock	171,000		8.0291	05/11/11
Common Stock	12,000		8.0297	05/12/11
BVF INVESTMENTS, L.L.C.
Common Stock	353,100		8.0468	05/10/11
Common Stock	1,491,400		8.0291	05/11/11
Common Stock	112,000		8.0297	05/12/11