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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Avalon Pharmaceuticals (MM) | NASDAQ:AVRX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.59 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1*)
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 ss.ss. 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 ss.240.13d-7 for other parties to whom copies are to be sent.
(Page 1 of 9 Pages)
------------------- ----------------- CUSIP NO. 05346P106 13D PAGE 2 OF 9 PAGES ------------------- ----------------- ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $.01 par value (the "Common Stock") of Avalon Pharmaceuticals, Inc. (the "Issuer") having its principal executive office at 20358 Seneca Meadows Parkway, Germantown, Maryland, 20876. ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement is being filed on behalf of: (i) Oxford Bioscience Partners III L.P. ("Oxford III"), a Delaware limited partnership; (ii) Oxford Bioscience Partners (Bermuda) III Limited Partnership ("Bermuda"), a Bermuda limited partnership; (iii) Oxford Bioscience Partners (Adjunct) III L.P. ("Adjunct"), a Delaware limited partnership; (iv) mRNA Fund L.P. ("mRNA Fund"), a Delaware limited partnership; (v) OBP Management III L.P. ("OBP Management"), a Delaware limited partnership, as the general partner of Oxford III and Adjunct; (vi) OBP Management (Bermuda) III Limited Partnership ("Bermuda Management"), a Bermuda limited partnership, as the general partner of Bermuda; (vii) mRNA Partners L.P. ("mRNA"), a Delaware limited partnership, as the general partner of mRNA Fund; (viii) Jeffrey T. Barnes ("Barnes"); (ix) Jonathan J. Fleming ("Fleming"); and (x) Alan G. Walton ("Walton"). The individuals and entities named in this paragraph are referred to collectively herein as the "Reporting Persons." (b) The address for all Reporting Persons other than Walton is 222 Berkeley Street, Boston, Massachusetts, 02116. The address for Walton is 315 Post Road West, Westport, Connecticut, 06880. (c) No changes have occurred since the Schedule 13D relating to the Reporting Persons was filed on February 14, 2006 (the "Filing"). (d) No changes with respect to the Reporting Persons have occurred since the Filing. (e) No changes with respect to the Reporting Persons have occurred since the Filing. (f) No changes with respect to the Reporting Persons have occurred since the Filing. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Not applicable. (b) Not applicable. (Page 2 of 9 Pages) |
------------------- ----------------- CUSIP NO. 05346P106 13D PAGE 3 OF 9 PAGES ------------------- ----------------- (c) Not applicable. (d) Not applicable. (e) All of the Reporting Persons have ceased to beneficially own more than five percent of the outstanding Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney, dated January 3, 2006. (Page 3 of 9 Pages) |
------------------- ----------------- CUSIP NO. 05346P106 13D PAGE 4 OF 9 PAGES ------------------- ----------------- SIGNATURE After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the agreement set forth as Exhibit 1. Dated: February 10, 2009. OXFORD BIOSCIENCE PARTNERS III L.P. By: OBP Management III L.P. General Partner By: * ---------------------------- Jonathan J. Fleming General Partner OXFORD BIOSCIENCE PARTNERS (BERMUDA) III LIMITED PARTNERSHIP By: OBP Management (Bermuda) III Limited Partnership General Partner By: * ---------------------------- Jonathan J. Fleming General Partner OXFORD BIOSCIENCE PARTNERS (ADJUNCT) III L.P. By: OBP Management III L.P. General Partner By: * ---------------------------- Jonathan J. Fleming General Partner MRNA FUND L.P. By: mRNA Partners L.P. General Partner By: * ---------------------------- Jonathan J. Fleming General Partner (Page 4 of 9 Pages) |
------------------- ----------------- CUSIP NO. 05346P106 13D PAGE 5 OF 9 PAGES ------------------- ----------------- OBP MANAGEMENT III L.P. By: * -------------------------------- Jonathan J. Fleming General Partner OBP MANAGEMENT (BERMUDA) III LIMITED PARTNERSHIP By: * -------------------------------- Jonathan J. Fleming General Partner MRNA PARTNERS L.P. By: * -------------------------------- Jonathan J. Fleming General Partner * --------------------------- Jeffrey T. Barnes * --------------------------- Jonathan J. Fleming * --------------------------- Alan G. Walton *By: /s/ Raymond Charest ------------------------- Raymond Charest As Attorney-in-Fact This Amendment to Schedule 13D was executed by Raymond Charest pursuant to a Power of Attorney, a copy of which is attached hereto as Exhibit 2. (Page 5 of 9 Pages) |
------------------- ----------------- CUSIP NO. 05346P106 13D PAGE 6 OF 9 PAGES ------------------- ----------------- EXHIBIT 1 --------- AGREEMENT Pursuant to Rule 13-d1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Avalon Pharmaceuticals, Inc. EXECUTED this 10th day of February, 2009. OXFORD BIOSCIENCE PARTNERS III L.P. By: OBP Management III L.P. General Partner By: * ---------------------------- Jonathan J. Fleming General Partner OXFORD BIOSCIENCE PARTNERS (BERMUDA) III LIMITED PARTNERSHIP By: OBP Management (Bermuda) III Limited Partnership General Partner By: * ---------------------------- Jonathan J. Fleming General Partner OXFORD BIOSCIENCE PARTNERS (ADJUNCT) III L.P. By: OBP Management III L.P. General Partner By: * ---------------------------- Jonathan J. Fleming General Partner MRNA FUND L.P. By: mRNA Partners L.P. General Partner By: * ---------------------------- Jonathan J. Fleming General Partner (Page 6 of 9 Pages) |
------------------- ----------------- CUSIP NO. 05346P106 13D PAGE 7 OF 9 PAGES ------------------- ----------------- OBP MANAGEMENT III L.P. By: * -------------------------------- Jonathan J. Fleming General Partner OBP MANAGEMENT (BERMUDA) III LIMITED PARTNERSHIP By: * -------------------------------- Jonathan J. Fleming General Partner MRNA PARTNERS L.P. By: * -------------------------------- Jonathan J. Fleming General Partner * --------------------------- Jeffrey T. Barnes * --------------------------- Jonathan J. Fleming * --------------------------- Alan G. Walton *By: /s/ Raymond Charest ------------------------- Raymond Charest As Attorney-in-Fact This Agreement was executed by Raymond Charest pursuant to a Power of Attorney, a copy of which is attached hereto as Exhibit 2. (Page 7 of 9 Pages) |
------------------- ----------------- CUSIP NO. 05346P106 13D PAGE 8 OF 9 PAGES ------------------- ----------------- EXHIBIT 2 --------- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Raymond Charest, Alexia Pearsall and Jonathan J. Fleming and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself as an individual or in his capacity as a general partner or authorized signatory, as the case may be, on behalf of any of Oxford Bioscience Partners III L.P., Oxford Bioscience Partners (Bermuda) III Limited Partnership, Oxford Bioscience Partners (Adjunct) III L.P., mRNA Fund L.P., OBP Management III L.P., OBP Management (Bermuda) Limited Partnership and mRNA Partners L.P., pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof, or may have done in connection with the matters described above. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 3rd day of January, 2006. OXFORD BIOSCIENCE PARTNERS III L.P. By its General Partner, OBP Management III L.P. By: /s/ Jonathan J. Fleming ----------------------- Name: Jonathan J. Fleming Title: General Partner OXFORD BIOSCIENCE PARTNERS (BERMUDA) III LIMITED PARTNERSHIP By its General Partner, OBP Management (Bermuda) III Limited Partnership By: /s/ Jonathan J. Fleming ----------------------- Name: Jonathan J. Fleming Title: General Partner (Page 8 of 9 Pages) |
------------------- ----------------- CUSIP NO. 05346P106 13D PAGE 9 OF 9 PAGES ------------------- ----------------- OBP MANAGEMENT (BERMUDA) III LIMITED PARTNERSHIP By: /s/ Jonathan J. Fleming ----------------------- Name: Jonathan J. Fleming Title: General Partner OXFORD BIOSCIENCE PARTNERS (ADJUNCT) III L.P. By its General Partner, OBP Management III L.P. By: /s/ Jonathan J. Fleming ----------------------- Name: Jonathan J. Fleming Title: General Partner OBP MANAGEMENT III L.P. By: /s/ Jonathan J. Fleming ----------------------- Name: Jonathan J. Fleming Title: General Partner MRNA FUND L.P. By its General Partner, mRNA Partners L.P. By: /s/ Jonathan J. Fleming ----------------------- Name: Jonathan J. Fleming Title: General Partner MRNA PARTNERS L.P. By: /s/ Jonathan J. Fleming ----------------------- Name: Jonathan J. Fleming Title: General Partner /s/ Jeffrey T. Barnes ------------------------ Jeffrey T. Barnes /s/ Jonathan J. Fleming ------------------------ Jonathan J. Fleming /s/ Alan G. Walton ------------------------ Alan G. Walton (Page 9 of 9 Pages) |
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