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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Athersys,
Inc.
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
04744L106
(CUSIP
Number)
December
31, 2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
]
|
Rule
13d-1(b)
|
[X]
|
Rule
13d-1(c)
|
[
]
|
Rule
13d-1(d)
|
*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 the
disclosures provided in a prior cover page.
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. 04744L106
|
13G
|
Page
2 of 8 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Management, LLC
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
o |
|
|
(b)
|
o |
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of
Organization Massachusetts
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power 300,000
|
|
6.
|
Shared
Voting
Power 0
|
|
7.
|
Sole
Dispositive
Power 300,000
|
|
8.
|
Shared
Dispositive
Power 0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
300,000
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
1.5%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IA
|
|
CUSIP
No. 04744L106
|
13G
|
Page
3 of 8 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Peter
Kolchinsky
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
o |
|
|
(b)
|
o |
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of
Organization United
States
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power 300,000
|
|
6.
|
Shared
Voting
Power 0
|
|
7.
|
Sole
Dispositive
Power 300,000
|
|
8.
|
Shared
Dispositive
Power 0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
300,000
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
1.5%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
CUSIP
No. 04744L106
|
13G
|
Page
4 of 8 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Healthcare Fund, L.P.
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
o |
|
|
(b)
|
o |
|
|
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 294,720
|
|
6.
|
Shared
Voting
Power 0
|
|
7.
|
Sole
Dispositive
Power 294,720
|
|
8.
|
Shared
Dispositive
Power 0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
294,720
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
1.5%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
CUSIP
No. 04744L106
|
13G
|
Page
5 of 8 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Healthcare Fund II, L.P.
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
o |
|
|
(b)
|
o |
|
|
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 5,280
|
|
6.
|
Shared
Voting
Power 0
|
|
7.
|
Sole
Dispositive
Power 5,280
|
|
8.
|
Shared
Dispositive
Power 0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,280
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
CUSIP
No. 04744L106
|
13G
|
Page 6 of 8
Pages
|
Item
1.
(a) Name of Issuer: Athersys, Inc.
(the “Issuer”).
(b) Address of the Issuer’s Principal
Executive Offices: 3201 Carnegie Avenue, Cleveland, Ohio
44115.
Item
2.
(a) Name of Person Filing: This
joint statement on Schedule 13G is being filed by Peter Kolchinsky, RA Capital
Management, LLC, RA Capital Healthcare Fund, L.P. and RA Capital Healthcare Fund
II, L.P., who are collectively referred to herein as the “Reporting
Persons.” Mr. Kolchinsky (the “Manager”) is the manager of RA Capital
Management, LLC (“Capital”), which is the investment adviser and sole general
partner of each of RA Capital Healthcare Fund, L.P. (“Fund I”) and RA Capital
Healthcare Fund II, L.P. (“Fund II”). The Reporting Persons have
entered into a Joint Filing Agreement, dated as of the date hereof, a copy of
which is filed with this Schedule 13G as Exhibit 1 (which is
incorporated herein by reference), pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule
13d-1(k) under the Act.
(b) Address of Principal Business
Office: The principal business office of the Reporting Persons
with respect to the shares reported hereunder is 800 Boylston Street, Suite
1500, Boston, MA 02199.
(c) Citizenship: Capital
is a Massachusetts limited liability company. Each of Fund I and Fund
II is a Delaware limited partnership. The Manager is a United States
citizen.
(d) Title and Class of
Securities: Common stock, par value $0.001 per share (“Common
Stock”).
(e) CUSIP
Number: 04744L106.
Item
3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
Not
applicable.
Item
4. Ownership:
In the
aggregate, the Reporting Persons beneficially own 300,000 shares of the Common
Stock of the Issuer, which represents the number of shares of Common Stock the
Reporting Persons have the right to acquire within 60 days of this filing
through the exercise of warrants dated June 8, 2007 issued to each of Fund I and
Fund II, representing approximately 1.5% of such class of
securities. The beneficial ownership of each Reporting Person is as
follows: (i) Fund I beneficially owns 294,720 shares of Common Stock, which
represents the number of shares of Common Stock Fund I has the right to acquire
within 60 days of this filing through the exercise of a warrant issued to Fund
I, representing approximately 1.5% of the class, (ii) Fund II beneficially owns
5,280 shares of Common Stock, which represents the number of shares of Common
Stock Fund II has the right to acquire within 60 days of this filing through the
exercise of a warrant issued to Fund II, representing approximately 0.0% of the
class and (iii) Capital, as the investment adviser and sole general partner of
each of Fund I and Fund II, and Mr. Kolchinsky as the manager of Capital, each
beneficially owns 300,000 shares of Common Stock of the Issuer, which amount
represents the aggregate number of shares of Common Stock Fund I and Fund II
have the right to acquire within 60 days of this filing through the exercise of
the warrants issued to each of Fund I and Fund II, representing approximately
1.5% of the class. The percentage of the Common Stock beneficially
owned by each Reporting Person is based on a total of 19,227,988 shares of
Common Stock of the Issuer outstanding as of November 1, 2008, as reported in
the Issuer’s most recent annual report on Form 10-K for the fiscal period ended
September 30, 2008, plus the number of shares of Common Stock able to be
acquired by the Reporting Person within 60 days of this filing.
CUSIP
No. 04744L106
|
13G
|
Page 7 of 8
Pages
|
Each Each
of Fund I and Fund II has the power to vote and dispose of the shares of Common
Stock beneficially owned by such entity (as described
above). Capital, as the investment adviser and sole general partner
of each of Fund I and Fund II, has the sole authority to vote and dispose of all
of the shares of Common Stock reported in this Schedule 13G. The
Manager, by virtue of his position as manager of Capital, has the sole authority
to vote and dispose of all of the shares of Common Stock reported in this
Schedule 13G.
Item
5. Ownership
of Five Percent or Less of a Class:
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following [x].
Item
6. Ownership
of More than Five Percent on Behalf of Another Person:
Not
applicable.
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person:
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 hereby certify that, to the best of my knowledge and belief, the
securities referred to above 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. 04744L106
|
13G
|
Page 8 of 8
Pages
|
Signature
Signature
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 13,
2009
RA
CAPITAL HEALTHCARE FUND, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL HEALTHCARE FUND II, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL MANAGEMENT, LLC
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
PETER
KOLCHINSKY
/s/ Peter
Kolchinsky
-------------------------------------------------
Exhibit
1
JOINT FILING
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agrees, as
of February 13, 2009, that only one statement containing the information
required by Schedule 13G, and each amendment thereto, need be filed with respect
to the ownership by each of the undersigned of shares of Common Stock of
Athersys, Inc., and such statement to which this Joint Filing Agreement is
attached as Exhibit
1 is filed on behalf of each of the undersigned. This
Agreement expressly supersedes the Joint Filing Agreement dated April 14, 2008
among the certain of the parties hereto with respect to the filing of
information required by Schedule 13G in relation to Common Stock of the
Issuer.
RA
CAPITAL HEALTHCARE FUND, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL HEALTHCARE FUND II, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL MANAGEMENT, LLC
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
PETER
KOLCHINSKY
/s/ Peter
Kolchinsky
-------------------------------------------------