SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.1)*
Ventrus Biosciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
922822101
(CUSIP Number)
December 31, 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:
[ ]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 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 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).
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Elliott Associates, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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864,158
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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864,158
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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864,158
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.0%
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12.
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TYPE OF REPORTING PERSON*
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Elliott International, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands, British West Indies
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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363,000
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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363,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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363,000
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.9%
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12.
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TYPE OF REPORTING PERSON*
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Elliott International Capital Advisors Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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363,000
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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363,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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363,000
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.9%
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12.
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TYPE OF REPORTING PERSON*
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CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed with respect to the shares of common stock (the “Common Stock”) of Ventrus Biosciences, Inc. (the “Issuer”) beneficially owned by the Reporting Persons identified below as of February 8, 2012 and amends and supplements the Schedule 13G originally filed on December 27, 2010 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified.
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Item 2(a).
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Name of Persons Filing:
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The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott Associates"), Elliott International, L.P. ("Elliott International"), and Elliott International Capital Advisors Inc. ("International Advisors" and collectively with Elliott Associates and Elliott International, the "Reporting Persons"). Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company ("Special GP"), which is controlled by Singer, are the general partners of Elliott. Hambledon, Inc. ("Hambledon") is the general partner of Elliott International. International Advisors is the investment manager for Elliott International. International Advisors expressly disclaims equitable ownership of and pecuniary interest in any Common Stock.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The business address of Elliott Associates, International Advisors, Capital Advisors, Singer and Special GP is 40 West 57th Street, 30th Floor, New York, New York 10019.
The business address of Elliott International and Hambledon is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.
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Item 2(c).
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Citizenship:
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Each of Elliott Associates and Capital Advisors is a limited partnership formed under the laws of the State of Delaware.
Elliott International is a limited partnership formed under the laws of the Cayman Islands, British West Indies.
International Advisors is a corporation formed under the laws of the State of Delaware.
Special GP is a limited liability company formed under the laws of the State of Delaware.
Hambledon is a corporation formed under the laws of the Cayman Islands, British West Indies.
Singer is a U.S. citizen.
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Elliott Associates individually beneficially owns 864,158 shares of Common Stock. Elliott Associates owns 622,158 of such shares through Manchester Securities Corp., a New York corporation and a wholly-owned subsidiary of Elliott Associates.
Elliott International and International Advisors together beneficially own the 363,000 shares of Common Stock held by Elliott International.
Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 1,227,158 shares of Common Stock.
(b) Percent of class:
Elliott Associates’ ownership of 864,158 shares of Common Stock constitutes 7.0% of all of the outstanding shares of Common Stock.
Elliott International and International Advisors' aggregate beneficial ownership of 363,000 shares of Common Stock constitutes 2.9% of all of the outstanding shares of Common Stock.
Elliott Associates, Elliott International and International Advisors' aggregate beneficial ownership of 1,227,158 shares of Common Stock constitutes 9.9% of all the outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Elliott Associates has sole power to vote or direct the vote of 864,158 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
Elliott International and International Advisors together have shared power to vote or direct the vote of 363,000 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of
Elliott Associates has sole power to dispose or direct the disposition of 864,158 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of
Elliott International and International Advisors together have shared power to dispose or direct the disposition of 363,000 shares of Common Stock.
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Elliott Associates holds 622,158 of its 864,158 shares of Common Stock through Manchester Securities Corp., a New York corporation that is a wholly-owned subsidiary of Elliott Associates.
Item 8.Identification and Classification of Members of the Group.
See Item 2(a) in lieu of an Exhibit for the identity of the Reporting Persons.
Item 10.Certification.
By signing below the undersigned certifies that, to the best of its 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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 14, 2012
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Ventrus Biosciences, Inc. dated February 14, 2012, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 14, 2012
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President