UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 7)*
(Name of
Issuer)
Common
Stock, Par Value $0.001 Per Share
(Title of
Class of Securities)
03969P107
(CUSIP
number)
Leo
Kirby
667
Madison Avenue, 21st
Floor
New York,
NY 10065
(212)
339-5633
(Name,
address and telephone number of person authorized to receive notices and
communications)
February
8, 2010
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o.
(Continued
on the following pages)
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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to
whom copies are to be sent.
*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).
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Julian
C. Baker
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) p
(b) p
|
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)
o
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER: 0
|
8.
|
SHARED
VOTING POWER: 5,347,604
|
9.
|
SOLE
DISPOSITIVE POWER: 0
|
10.
|
SHARED
DISPOSITIVE POWER: 5,347,604
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,347,604
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
p
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7%(1)
|
14.
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
(1)
See Item 5(a) of this Amendment for a detailed explanation of the shares of
beneficial ownership and percentage ownership of the Reporting
Persons.
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Felix
J. Baker
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) p
(b) p
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER: 25,000
|
8.
|
SHARED
VOTING POWER: 5,347,604
|
9.
|
SOLE
DISPOSITIVE POWER: 25,000
|
10.
|
SHARED
DISPOSITIVE POWER: 5,347,604
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,372,604
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
p
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.8%(1)
|
14.
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
(1)
See Item 5(a) of this Amendment for a detailed explanation of the shares of
beneficial ownership and percentage ownership of the Reporting
Persons.
EXPLANATORY
NOTE: This Amendment No. 7 to Schedule 13D (this “Amendment”)
is being filed by Julian C. Baker and Felix J. Baker (the “Reporting Persons”)
to supplement the statements on Schedule 13D previously filed by them, as
heretofore amended. This Amendment reflects the option to purchase
25,000 shares of Common Stock of the Issuer granted to Felix J. Baker in
connection with his election to the Board of Directors of the Issuer on February
8, 2010.
Except
as supplemented herein, such statements, as hereto amended and supplemented,
remain in full force and effect.
ITEM 2.
|
Identity and
Background.
|
(c) Certain
securities of the Issuer are owned directly by FBB Associates, a Delaware
general partnership. As the sole partners of FBB Associates, Julian C. Baker and
Felix J. Baker may be deemed to be the indirect beneficial owners of such
securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However,
pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Julian
C. Baker and Felix J. Baker disclaims beneficial ownership of such securities,
except to the extent of his respective pecuniary interest therein.
ITEM
4.
|
Purpose
of Transactions.
|
On
February 8, 2010, the Board of Directors of the Issuer (the “Board”)
elected Felix J. Baker to serve as a member of the Board.
ITEM
5.
|
Interest
in Securities of the Issuer.
|
Set forth
below is the aggregate number of shares of Common Stock held, including shares
that maybe acquired upon exercise of Warrants and shares that may be acquired
upon exercise of Stock Options, as of the date hereof by each of the following,
together with the percentage of outstanding shares of Common Stock that such
number represents based upon 18,415,082 shares of Common Stock outstanding
as reported on the Issuer’s SEC Form 10-Q filed on November 6,
2009. Such percentage figures are calculated on the basis that the
Warrants owned by the Reporting Persons and the Stock Options held by the
Reporting Persons are deemed exercised into shares of Common Stock but other
outstanding Warrants and Stock Options are not deemed exercised into shares of
Common Stock.
Reporting Person
|
|
Number of Shares
|
|
|
Percentage of Class Outstanding
|
|
|
|
|
|
|
|
|
Baker
Bros. Investments, L.P.
|
|
|
60,827 |
|
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
Baker
Bros. Investments II, L.P.
|
|
|
75,388 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
667,
L.P.
|
|
|
1,693,159 |
|
|
|
9.1 |
% |
|
|
|
|
|
|
|
|
|
Baker
Brothers Life Sciences, L.P.
|
|
|
3,341,235 |
|
|
|
17.9 |
% |
|
|
|
|
|
|
|
|
|
14159,
L.P.
|
|
|
74,059 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
Baker/
Tisch Investments, L.P.
|
|
|
100,634 |
|
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
FBB
Associates
|
|
|
2,302 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
Felix
J. Baker
|
|
|
25,000 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
Total
|
|
|
5,372,604 |
|
|
|
28.8 |
% |
By virtue
of their ownership of entities that have the power to control the investment
decisions of the limited partnerships and the general partnership listed in the
table above, Julian C. Baker and Felix J. Baker may each be deemed to be
beneficial owners of shares owned by the entities listed above and may be deemed
to have shared power to vote or direct the vote of and shared power to dispose
or direct the disposition of such securities.
(c)
Pursuant
to the terms of an automatic grant program for non-employee directors of the
Issuer under the Issuer’s 2004 Stock Incentive Plan, Felix J. Baker was granted
an option to purchase 25,000 shares of Common Stock of the Issuer in connection
with his election to the Board. The option was issued pursuant to the Issuer’s
2004 Stock Incentive Plan and has an exercise price equal to $14.52 per share,
the closing sales price of the Issuer’s Common Stock as reported on the Nasdaq
Global Market for February 8, 2010. The option vests in equal monthly
installments over three years following the date of grant. The option is
immediately exercisable in whole, but the unvested portion thereof is subject to
a right of repurchase in favor of the Issuer. The option has a term of ten years
beginning from the date of grant.
None of
the Reporting Persons has effected any other transactions in securities of the
issuer during the last 60 days.
(d) Not
applicable.
(e) Not
applicable.
ITEM
7.
|
Materials
to be Filed as Exhibits.
|
Exhibit 1:
|
Joint
Filing Agreement dated February 12, 2010, with respect to Amendment
No. 7 to Schedule 13D, by and between Julian C. Baker and Felix J.
Baker
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this Amendment is
true, complete and correct.
EXECUTED
as a sealed instrument this 12th day of
February, 2010.
|
By:
|
/s/ Julian C.
Baker
|
|
|
|
Julian
C. Baker
|
|
|
|
|
|
|
By:
|
/s/ Felix J.
Baker
|
|
|
|
Felix
J. Baker
|
|
Exhibit
1
JOINT
FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, 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 the shares of
Common Stock of Ardea Biosciences, Inc.
This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
EXECUTED
as of this 12th day of
February, 2010.
|
By:
|
/s/ Julian C. Baker
|
|
|
|
Julian
C. Baker
|
|
|
|
|
|
|
By:
|
/s/ Felix J. Baker
|
|
|
|
Felix
J. Baker
|
|