UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment 2)

 

Under the Securities Exchange Act of 1934

 

 

Repros Therapeutics Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

76028H100

(CUSIP Number)

 

December 31, 2008

(Date of Event which Required Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

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 ("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. 76028H100

SCHEDULE 13G

Page 2 of 9 Pages

                                                                                                                                                                                                               

 

 

 

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Vermillion Asset Management LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) o

(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

1,866,7601

 

6

SHARED VOTING POWER

0

 

 

7

SOLE DISPOSITIVE POWER

1,866,7601

 

8

SHARED DISPOSITIVE POWER

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,866,7601

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                 o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.3%

 

12

TYPE OF REPORTING PERSON

IA


CUSIP No. 76028H100

SCHEDULE 13G

Page 3 of 9 Pages

                                                                                                                                                                                                               

 

 

 

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Cyan Opportunities Fund, Ltd. 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) o

(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

1,514,690

 

6

SHARED VOTING POWER

0

 

 

7

SOLE DISPOSITIVE POWER

1,514,690

 

8

SHARED DISPOSITIVE POWER

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,514,690

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                 o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.0%

 

12

TYPE OF REPORTING PERSON

IA

 


CUSIP No. 76028H100

SCHEDULE 13G

Page 4 of 9 Pages

                                                                                                                                                                                                               

 

 

Item 1.

(a).

Name of Issuer: Repros Therapeutics Inc.

 

 

(b).

Address of Issuer's Principal Executive Offices:

 

 

2408 Timberloch Place, Suite B-7

 

The Woodlands, Texas 77380

 

Item 2.

(a).

Name of Person Filing:

 

 

i)  Vermillion Asset Management, LLC

ii)  Cyan Opportunities Fund, Ltd.

 

 

(b).

Address of Principal Business Office or, if none, Residence:

 

 

i)   267 Fifth Avenue, 7th Floor

 

     New York, New York 10016

ii)  c/o Vermillion Asset Management, LLC

     267 Fifth Avenue, 7th Floor

     New York, New York 10016

 

 

(c).

Citizenship or Place of Organization:

i)   Delaware

ii)  Cayman Islands company

 

 

(d).

Title of Class of Securities: Common Stock

 

 

(e).

CUSIP Number: 76028H100

 


CUSIP No. 76028H100

SCHEDULE 13G

Page 5 of 9 Pages

                                                                                                                                                                                                               

 

Item 3.

If this statement is filed pursuant to sections 240.13d-1(b)

 

or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

(a)

o Broker or dealer registered under section 15 of

 

the Act (15 U.S.C. 78o);

 

(b)

o Bank as defined in section 3(a)(6) of the

 

Act (15 U.S.C. 78c);

 

(c)

o Insurance company as defined in section 3(a)(19)

 

of the Act (15 U.S.C. 78c.);

 

(d)

o Investment company registered under section 8 of

 

the Investment Company Act of 1940 (15 U.S.C.

 

80a-8);

 

(e)

o An investment adviser in accordance with

 

section 240.13d-1(b)(1)(ii)(E);

 

(f)

o An employee benefit plan or endowment fund in

 

accordance with section 240.13d-1(b)(1)(ii)

 

(F);

 

(g)

o A parent holding company or control person in

 

accordance with section 240.13d-1(b)(1)(ii)(G);

 

(h)

o A savings associations as defined in

 

section 3(b) of the Federal Deposit Insurance

 

Act (12 U.S.C. 1813);

 

(i)

o A church plan that is excluded from the

 

definition of an investment company under

 

section 3(c)(14) of the Investment Company Act

 

of 1940 (15 U.S.C. 80a-3);

 

(j)

o Group, in accordance with section 240.13d-1(b)(1)

 

(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

   

 

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.


CUSIP No. 76028H100

SCHEDULE 13G

Page 6 of 9 Pages

 
VERMILLION ASSET MANAGEMENT, LLC

 

 

(a).

Amount beneficially owned:

1,866,7602

 

 

(b).

Percent of class:

12.3%

 

 

(c).

Number of shares as to which the person has:

 

 

(1)

Sole power to vote or to direct the vote:

1,866,760

 

 

(2)

Shared power to vote or to direct the vote:

0

 

 

(3)

Sole power to dispose or to direct the disposition of:

 

1,866,760

                         

 

(4)

Shared power to dispose or to direct the disposition of:

0

 

CYAN OPPORTUNITIES FUND, LTD.

 

 

(a).

Amount beneficially owned:

1,514,690

 

 

(b).

Percent of class:

10.0%

 

 

(c).

Number of shares as to which the person has:

 

 

(1)

Sole power to vote or to direct the vote:

1,514,690

 

 

(2)

Shared power to vote or to direct the vote:

0

 

 

(3)

Sole power to dispose or to direct the disposition of:

 

1,514,690

 


CUSIP No. 76028H100

SCHEDULE 13G

Page 7 of 9 Pages

                                                                                                                                                                                                               

 

 

 

(4)

Shared power to dispose or to direct the disposition of:

0

 

 

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 Subsidiaries 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.

Certification:

 

By signing below I certify that, to the best of my knowledge

and belief, the securities referred to above were acquired

and are held in the ordinary course of business and were

not acquired and are not held for the purpose of or

with the effect of changing or influencing the control of

the issuer of the securities and were not acquired and are

not held in connection with or as a participant in any

transaction having that purpose or effect.

 


CUSIP No. 76028H100

SCHEDULE 13G

Page 8 of 9 Pages

                                                                                                                                                                                                               

 

 

SIGNATURES

 

 

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.

 

 

 

 

Date:

February 17, 2009

 

 

 

 

 

VERMILLION ASSET MANAGEMENT, LLC

 

By: /s/Christopher Zuech
      Christopher Zuech, Chief Compliance Officer

 

CYAN OPPORTUNITIES FUND, LTD.

 

By:  /s/Christopher Zuech

       Christopher Zuech, Chief Compliance Officer

 

________________________

(1)      Includes shares of Common Stock of the Issuer held by Cyan Opportunities Fund, Ltd., a Cayman Islands company ("Cyan"), as reported herein, and shares of Common Stock of the Issuer held by certain accounts managed by Vermillion Asset Management LLC, a Delaware limited liability company ("Vermillion").  Vermillion controls voting and disposition of such shares.

(2)      See footnote 1.

 


CUSIP No. 76028H100

SCHEDULE 13G

Page 9 of 9 Pages



                                                                                                                                                                           

Joint Filing Agreement

 

     The undersigned hereby agree to the joint filing with each other of a Schedule 13G, and all amendments thereto, with respect to each holding as to which such a report must be made, and that each such Schedule and all amendments thereto are made on behalf of each of them.

 

     IN WITNESS WHEREOF, the undersigned hereby execute this agreement this 17th day of February 2009.

 

 

VERMILLION ASSET MANAGEMENT, LLC

 

By: /s/Christopher Zuech
      Name: Christopher Zuech

      Title:   Chief Compliance Officer

 

CYAN OPPORTUNITIES FUND, LTD.

 

By:  /s/Christopher Zuech

       Name: Christopher Zuech

       Title:   Chief Compliance Officer