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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13G
(Amendment No. )

Under the Securities Exchange Act of 1934*

 

Ventrus Biosciences Inc.
 

(Name of Issuer)

 

Common Stock
 

(Title of Class of Securities)

 

922822101
 

(CUSIP Number)

 

July 14, 2011
 

(Date of Event which Requires 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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1


 

 

 

CUSIP No.  922822101

13G

Page 2 of 10 Pages

 

 

 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

Great Point Partners, LLC

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

 

 

37-1475292

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

o

 

 

 

 

 

(b)

o

 

 

 

 

 

 

3.

SEC USE ONLY

 

 

 

 

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

USA

 

 

 

5.

SOLE VOTING POWER

0

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

 

 

 

 

 

 

6.

SHARED VOTING POWER

 

 

750,0001

 

 

 

 

7.

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

8.

SHARED DISPOSITIVE POWER

 

 

 

750,0001

 

 

 

 

 

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

750,0001

 

 

 

 

 

 

 

 

 

 

 

10.

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

 

 

SHARES (See Instructions)

o   

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

6.05%2

 

 

 

 

 

 

 

 

 

 

 

12.

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

 

 

 

 

 

 

OO

 

 

 

 

 

 

 

1

Consists of 322,577 shares owned by Biomedical Value Fund, LP, 206,937 shares owned by Biomedical Offshore Value Fund, Ltd., 79,123 shares owned by Biomedical Institutional Value Fund, LP, 44,124 shares owned by Lyrical Multi-Manager Fund, LP, 19,173 shares owned by Lyrical Multi-Manager Offshore Fund Ltd., 63,297 shares owned by Class D Series of GEF-PS, LP, 2,110 shares owned by David J. Morrison and 12,659 shares owned by WS Investments III, LLC.

 

 

2

Based on a total of 12,406,406 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2011.


 

 

 

CUSIP No.  922822101

13G

Page 3 of 10 Pages

 

 

 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

Dr. Jeffrey R. Jay, M.D.

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

o

 

 

 

 

 

 

 

 

 

 

 

 

(b)

o

 

 

 

 

 

 

 

 

 

 

 

 

 

3.

SEC USE ONLY

 

 

 

 

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

USA

 

 

 

5.

SOLE VOTING POWER

0

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

 

 

 

 

 

 

6.

SHARED VOTING POWER

 

 

750,0001

 

 

 

 

7.

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

8.

SHARED DISPOSITIVE POWER

 

 

 

750,0001

 

 

 

 

 

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

750,0001

 

 

 

 

 

 

 

 

 

 

 

10.

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

 

SHARES (See Instructions)

o   

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

6.05%2

 

 

 

 

 

 

 

 

 

 

 

12.

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

 

 

 

IN

 

 

 

 


 

 

 

CUSIP No.  922822101

13G

Page 4 of 10 Pages

 

 

 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

Mr. David Kroin

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

o

 

 

 

 

 

 

 

 

 

 

 

 

(b)

o

 

 

 

 

 

 

 

 

 

 

 

 

 

3.

SEC USE ONLY

 

 

 

 

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

USA

 

 

 

5.

SOLE VOTING POWER

0

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

 

 

 

 

 

 

6.

SHARED VOTING POWER

 

 

750,0001

 

 

 

 

7.

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

8.

SHARED DISPOSITIVE POWER

 

 

 

750,0001

 

 

 

 

 

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

750,0001

 

 

 

 

 

 

 

 

 

 

 

10.

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

 

SHARES (See Instructions)

o   

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

6.05%2

 

 

 

 

 

 

 

 

 

 

 

12.

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

 

 

 

IN

 

 

 

 


 

 

 

CUSIP No.  922822101

13G

Page 5 of 10 Pages

 

 

 

 

Item 1.

 

 

 

 

 

 

(a)

Name of Issuer

 

 

 

 

 

Ventrus Biosciences Inc.

 

 

 

 

(b)

Address of Issuer’s Principal Executive Offices

 

 

 

 

 

99 Hudson Street, 5th Floor, New York, New York 10013

 

 

 

Item 2.

 

 

 

 

 

 

(a)

Name of Person Filing

 

 

 

 

 

          Great Point Partners, LLC

 

 

          Dr. Jeffrey R. Jay, M.D.

 

 

          Mr. David Kroin

 

 

 

 

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2012, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

 

 

 

(b)

Address of Principal Business Office, or if none, Residence

 

 

 

 

 

The address of the principal business office of each of the Reporting Persons is

 

 

 

 

 

          165 Mason Street, 3rd Floor

 

 

          Greenwich, CT 06830

 

 

 

 

(c)

Citizenship

 

 

 

 

Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen of the United States.

 

 

 

 

(d)

Title of Class of Securities

 

 

 

 

 

Common Stock

 

 

 

 

(e)

CUSIP Number

 

 

 

 

 

922822101

 

 

 

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.

 

 

 

 

(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 §240.13d-1(b)(1)(ii)(E).


 

 

 

CUSIP No.  922822101

13G

Page 6 of 10 Pages

 

 

 

 

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

 

 

 

 

(g)

o

A parent holding company or control person in accordance with §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 §240.13d-1(b)(1)(ii)(J).

 

 

 

 

Item 4.

Ownership

 

 

 

 

 

Biomedical Value Fund, L.P. (“BVF”) is the record owner of 322,577 shares of Common Stock of the Issuer (the “BVF Shares”). Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares.

 

 

 

 

 

Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 206,937 shares of Common Stock of the Issuer (the “BOVF Shares”). Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.

 

 

 

 

 

Biomedical Institutional Value Fund, L.P. (“BIVF”) is the record owner of 79,123 shares of Common Stock of the Issuer (the “BIVF Shares”). Great Point is the investment manager of BIVF, and by virtue of such status may be deemed to be the beneficial owner of the BIVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BIVF Shares, and therefore may be deemed to be the beneficial owner of the BIVF Shares.

 

 

 

 

 

Lyrical Multi-Manager Fund, LP (“Lyrical”) is the record owner of 44,124 shares of Common Stock of the Issuer (the “Lyrical Shares”). Great Point is the investment manager of Lyrical, and by virtue of such status may be deemed to be the beneficial owner of the Lyrical Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the Lyrical Shares, and therefore may be deemed to be the beneficial owner of the Lyrical Shares.

 

 

 

 

 

Lyrical Multi-Manager Offshore Fund, Ltd. (“Lyrical Offshore”) is the record owner of 19,173 shares of Common Stock of the Issuer (the “Lyrical Offshore Shares”). Great Point is the investment manager of Lyrical Offshore, and by virtue of such status may be deemed to be the beneficial owner of the Lyrical Offshore Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the Lyrical Offshore Shares, and therefore may be deemed to be the beneficial owner of the Lyrical Offshore Shares.



 

 

 

CUSIP No.  922822101

13G

Page 7 of 10 Pages

 

 

 

 

 

Class D Series of GEF-PS, LP (“GEF-PS”) is the record owner of 63,297 shares of Common Stock of the Issuer (the “GEF-PS Shares”). Great Point is the investment manager of GEF-PS, and by virtue of such status may be deemed to be the beneficial owner of the GEF-PS Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the GEF-PS Shares, and therefore may be deemed to be the beneficial owner of the GEF-PS Shares.

 

 

 

 

David J. Morrison (“Morrison”) is the record owner of 2,110 shares of Common Stock of the Issuer (the “Morrison Shares”). Great Point is the investment manager with respect to the Morrison Shares, and by virtue of such status may be deemed to be the beneficial owner of the Morrison Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the Morrison Shares, and therefore may be deemed to be the beneficial owner of the Morrison Shares.

 

 

 

 

WS Investments III, LLC (“WS”) is the record owner of 12,659 shares of Common Stock of the Issuer (the “WS Shares”). Great Point is the investment manager with respect to the WS Shares, and by virtue of such status may be deemed to be the beneficial owner of the WS Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the WS Shares, and therefore may be deemed to be the beneficial owner of the WS Shares.

 

 

 

 

Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF Shares, the BIVF Shares, the Lyrical Shares, the Lyrical Offshore Shares, the GEF-PS Shares, the Morrison Shares and the WS Shares, except to the extent of their respective pecuniary interests.

 

 

 

 

1.

Great Point Partners, LLC

 

 

 

 

(a)

Amount beneficially owned: 750,0003

 

 

 

 

(b)

Percent of class: 6.05%4

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote: 0.

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote: 750,0003

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of: 0.

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of: 750,0003

 

 

 

 

 

2.

Dr. Jeffrey R. Jay, M.D.

 

 

 

 

 

(a)

Amount beneficially owned: 750,0003

 

 

 

3

Consists of 322,577 shares owned by Biomedical Value Fund, LP, 206,937 shares owned by Biomedical Offshore Value Fund, Ltd., 79,123 shares owned by Biomedical Institutional Value Fund, LP, 44,124 shares owned by Lyrical Multi-Manager Fund, LP, 19,173 shares owned by Lyrical Multi-Manager Offshore Fund Ltd., 63,297 shares owned by Class D Series of GEF-PS, LP, 2,110 shares owned by David J. Morrison and 12,659 shares owned by WS Investments III, LLC.

 

 

4

Based on a total of 12,406,406 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2011.


 

 

 

CUSIP No.  922822101

13G

Page 8 of 10 Pages

 

 

 

 

 

(b)

Percent of class: 6.05%4

 

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote: 0.

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote: 750,0003

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of: 0.

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of: 750,0003

 

 

 

 

 

3.

Mr. David Kroin

 

 

 

 

 

(a)

Amount beneficially owned: 750,0003

 

 

 

 

 

(b)

Percent of class: 6.05%4

 

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote: 0.

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote: 750,0003

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of: 0.

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of: 750,0003

 

 

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:

 

 

 

See Item 4.

 

 

Item 7.

Identification and Classification of the Subsidiary 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 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 participant in any transaction having that purpose or effect.


 

 

 

CUSIP No.  922822101

13G

Page 9 of 10 Pages

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 14, 2012

 

 

 

 

 

GREAT POINT PARTNERS, LLC

 

 

 

 

 

By:

/s/ Dr. Jeffrey R. Jay, M.D.

 

 

 

  

 

 

 

Dr. Jeffrey R. Jay, M.D.,

 

 

 

   as senior managing member

 

 

 

 

 

 

/s/ Dr. Jeffrey R. Jay, M.D.

 

 

  

 

 

DR. JEFFREY R. JAY, M.D.

 

 

 

 

 

 

/s/ Mr. David Kroin

 

 

  

 

 

Mr. David Kroin

 

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

          (i)          Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

          (ii)         Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 14, 2012

 

 

 

 

 

GREAT POINT PARTNERS, LLC

 

 

 

 

 

By:

/s/ Dr. Jeffrey R. Jay, M.D.

 

 

 

  

 

 

 

Dr. Jeffrey R. Jay, M.D.,

 

 

 

   as senior managing member

 

 

 

 

 

 

/s/ Dr. Jeffrey R. Jay, M.D.

 

 

  

 

 

DR. JEFFREY R. JAY, M.D.

 

 

 

 

 

 

/s/ Mr. David Kroin

 

 

  

 

 

Mr. David Kroin