ACHIEVE LIFE SCIENCES, INC. — Major Shareholding Notification 2011

Feb 14, 2011

SC 13G 1 c64353_13g.htm

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

Schedule 13G (Amendment No. __)
Under the Securities Exchange Act of 1934*

OncoGenex Pharmaceuticals Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68230A106
(CUSIP Number)
October 22, 2010
(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.

CUSIP No. 68230A106 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 | |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 951,903 1 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 951,903 1 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 951,903 1 | |
| 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) | |
| | 9.54% 2 | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | OO | |

| 1 | Consists of 156,190 shares owned by Biomedical Value Fund, LP (“BVF”), 152,381 shares owned by Biomedical Offshore Value Fund, Ltd.
(“BOVF”), 72,381 shares owned by Biomedical Institutional Value Fund, LP (“BIVF”), 80,952 shares owned by Lyrical Multi-Manager Fund,
LP (“Lyrical”), 134,920 shares owned by Class D Series of GEF-PS, LP (“GEF-PS”), 5,398 shares owned by David J. Morrison
(“Morrison”), 32,380 shares owned by WS Investments III, LLC (“WS”), and an aggregate of 317,301 shares underlying warrants
collectively held by BVF, BOVF, BIVF, Lyrical, GEF-PS, Morrison and WS. Each of BVF, BOVF, BIVF, Lyrical, GEF-PS, Morrison and WS
holds warrants to purchase 78,954 shares, 74,135 shares, 37,387 shares, 40,476 shares, 67,460 shares, 2,699 shares and 16,190 shares,
respectively. |
| --- | --- |
| 2 | Based on a total of 9,658,591 shares of Common Stock outstanding as reported in the
Issuer’s Form 10-Q filed on November 4, 2010. |

CUSIP No. 68230A106 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 | |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING

PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 951,903 1 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 951,903 1 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 951,903 1 | |
| 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) | |
| | 9.54% 2 | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | IN | |

CUSIP No. 68230A106 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 | |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING

PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 951,903 1 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 951,903 1 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 951,903 1 | |
| 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) | |
| | 9.54% 2 | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | IN | |

CUSIP No. 68230A106 13G Page 5 of 10 Pages

| Item 1. | (a) | Name of
Issuer |
| --- | --- | --- |
| | | OncoGenex Pharmaceuticals Inc. |
| | (b) | Address of Issuer’s Principal Executive Offices |
| | | 1522 217th Place S.E., Bothell, Washington 98021 |
| 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, 2011,
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 |
| | | 68230A106 |
| 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. 68230A106 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 156,190 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. In addition, BVF is the
record owner of a warrant to purchase 78,954 shares of the Issuer. | | |
| | Biomedical
Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 152,381 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. In
addition, BOVF is the record owner of a warrant to purchase 74,135 shares of
the Issuer. | | |
| | Biomedical
Institutional Value Fund, L.P. (“BIVF”) is the record owner of 72,381 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. In
addition, BIVF is the record owner of a warrant to purchase 37,387 shares of
the Issuer. | | |
| | Lyrical
Multi-Manager Fund, LP (“Lyrical”) is the record owner of 80,952 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. In addition, Lyrical is the record owner of a warrant to purchase
40,476 shares of the Issuer. | | |
| | Class D
Series of GEF-PS, LP (“GEF-PS”) is the record owner of 134,920 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. In addition, GEF-PS is the record owner of a warrant to purchase 67,460shares
of the Issuer. | | |

CUSIP No. 68230A106 13G Page 7 of 10 Pages

| David J. Morrison (“Morrison”) is the
record owner of 5,398 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. In addition,
Morrison is the record owner of a warrant to purchase 2,699 shares of the
Issuer. |
| --- |
| WS Investments III, LLC (“WS”) is the
record owner of 32,380 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. In addition, WS is the record
owner of a warrant to purchase 16,190 shares of the Issuer. |
| 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 GEF-PS Shares, the Morrison
Shares, the WS Shares and the shares underlying the warrants described above,
except to the extent of their respective pecuniary interests. |

1.	Great Point Partners, LLC
(a)	Amount beneficially owned: 951,903 3
(b)	Percent of class: 9.54% 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:
951,903 3
	(iii)	Sole power to dispose or to direct the
disposition of: 0.
	(iv)	Shared power to dispose or to direct the
disposition of: 951,903 3
2.	Dr. Jeffrey R. Jay, M.D.
(a)	Amount beneficially owned: 951,903 3
(b)	Percent of class: 9.54% 4

| 3 | Consists of 156,190
shares owned by Biomedical Value Fund, LP (“BVF”), 152,381 shares owned by
Biomedical Offshore Value Fund, Ltd. (“BOVF”), 72,381 shares owned by
Biomedical Institutional Value Fund, LP (“BIVF”), 80,952 shares owned by
Lyrical Multi-Manager Fund, LP (“Lyrical”), 134,920 shares owned by Class D
Series of GEF-PS, LP (“GEF-PS”), 5,398 shares owned by David J. Morrison
(“Morrison”), 32,380 shares owned by WS Investments II, LLC (“WS”), and an
aggregate of 317,301 shares underlying warrants collectively held by BVF,
BOVF, BIVF, Lyrical, GEF-PS, Morrison and WS. Each of BVF, BOVF, BIVF,
Lyrical, GEF-PS, Morrison and WS holds warrants to purchase 78,954 shares,
74,135 shares, 37,387 shares, 40,476 shares, 67,460 shares, 2,699 shares and
16,190 shares, respectively. |
| --- | --- |
| 4 | Based on a total of
9,658,591 shares of Common Stock outstanding as reported in the Issuer’s Form
10-Q filed on November 4, 2010. |

CUSIP No. 68230A106 13G Page 8 of 10 Pages

| (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:
951,903 3 |
| | (iii) | Sole power to dispose or to direct the
disposition of: 0. |
| | (iv) | Shared power to dispose or to direct the
disposition of: 951,903 3 |
| 3. | Mr. David Kroin | |
| (a) | Amount beneficially owned: 951,903 3 | |
| (b) | Percent of class: 9.54% 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:
951,903 3 |
| | (iii) | Sole power to dispose or to direct the
disposition of: 0. |
| | (iv) | Shared power to dispose or to direct the
disposition of: 951,903 3 |

| 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. 68230A106 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, 2011

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, 2011

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