UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Ventrus Biosciences, Inc.
(Name of Issuer)
Common Stock; $.001 par value
(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 of 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.
| CUSIP No. 922822101 Page 2 of 5 |
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Lindsay A. Rosenwald, M.D.(1)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o | ||
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(b)
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o | ||
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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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| United States | |||
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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
1,152,503 |
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6.
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Shared
Voting Power
118,581 (1) |
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7.
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Sole
Dispositive Power
1,152,503 |
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8.
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Shared
Dispositive Power
118,581 (1)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,271,084
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10.
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Check
Box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
x
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11.
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Percent of Class Represented by Amount in Row (9)
9.99%
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12.
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Type
of Reporting Person (See Instructions)
IN
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| (1) | Excludes (i) 6,733 shares of common stock and 1,346 shares of common stock underlying warrants beneficially held by a trust established for the benefit of Dr. Rosenwald’s children, and (ii) an aggregate of 64,515 shares of common stock and 28,400 shares issuable upon the exercise of warrants beneficially held by four trusts established for the benefit of Dr. Rosenwald and his family, over which Dr. Rosenwald does not have voting or dispositive power. |
| CUSIP No. 922822101 Page 3 of 5 |
Item 1(a) Name of Issuer
Ventrus Biosciences, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices
99 Hudson Street, 5th Floor, New York, NY 10013
Item 2(a) Name of Person Filing
Lindsay A. Rosenwald, M.D.
Item 2(b) Address of Principal Business Office, or if none, Residence
c/o Paramount BioSciences, LLC, 787 7th Avenue, 48th Floor, New York, NY 10019
Item 2(c) Citizenship
United States.
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number
922822101
Item 3. Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c)
Not Applicable
| CUSIP No. 922822101 Page 4 of 5 |
Item 4. Ownership
| (a) | Amount Beneficially Owned |
As of December 31, 2011, Dr. Rosenwald owned beneficially and of record 1,271,084 shares of common stock of Ventrus Biosciences, Inc., which consists of (i) 116,075 shares held of record by Dr. Rosenwald, (ii) 797,785 shares held of record and 187,507 shares of common stock underlying warrants held by Paramount BioSciences, LLC, of which Dr. Rosenwald is the sole member, (iii) 51,136 shares held of record by Capretti Grandi, LLC, of which Dr. Rosenwald is the sole member, and (iii) 118,581 shares issuable upon the exercise of warrants held by National Securities Corporation, an affiliate of Dr. Rosenwald.
Excludes (i) 6,733 shares of common stock and 1,346 shares of common stock underlying warrants beneficially held by a trust established for the benefit of Dr. Rosenwald’s children, and (ii) an aggregate of 64,515 shares of common stock and 28,400 shares issuable upon the exercise of warrants beneficially held by four trusts established for the benefit of Dr. Rosenwald and his family, over which Dr. Rosenwald does not have voting or dispositive power.
| (b) | Percent of Class |
9.99 %, based on 12,406,406 shares of common stock outstanding as of December 31, 2011, as provided by the issuer.
| (c) | Number of shares as to which the person has; |
| (i) | sole power to vote or direct the vote: 1,152,503 |
| (ii) | shared power to vote or direct the vote: 118,581 |
| (iii) | sole power to dispose or direct the disposition of: 1,152,503 |
| (iv) | shared power to dispose or direct the disposition of: 118,581 |
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 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
Not Applicable
| CUSIP No. 922822101 Page 5 of 5 |
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: April 2, 2012
/s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.