ASSEMBLY BIOSCIENCES, INC. — Major Shareholding Notification 2013

Feb 14, 2013

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

Schedule 13G/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934*

Ventrus Biosciences Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
922822101
(CUSIP Number)
December 31, 2012
(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. 922822101 13G/A Page 2 of 9 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 |
| | 0 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 0 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 0 | |
| 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) | |
| | 0% | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | IA | |

CUSIP No. 922822101 13G/A Page 3 of 9 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 |
| | 0 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 0 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 0 | |
| 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) | |
| | 0% | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | IN | |

CUSIP No. 922822101 13G/A Page 4 of 9 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 |
| | 0 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 0 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 0 | |
| 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) | |
| | 0% | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | IN | |

CUSIP No. 922822101 13G/A Page 5 of 9 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, 2013, a copy of which is filed with this Schedule
13G/A 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/A Page 6 of 9 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 | | |
| | Great Point Partners, LLC (“Great Point”) is the investment manager of Biomedical Value Fund, L.P., Biomedical
Offshore Value Fund, Ltd., Biomedical Institutional Value Fund, L.P., Lyrical Multi-Manager Fund, LP, Lyrical
Multi-Manager Offshore Fund, Ltd., Class D Series of GEF-PS, LP, David J. Morrison, WS Investments III, LLC, and
by virtue of such status may have been deemed to be the beneficial owner of the shares owned by each of them.
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, had voting and investment power with respect to such shares,
and therefore may have been deemed to be the beneficial owner of such shares. | | |
| | Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaimed beneficial ownership of such shares,
except to the extent of their respective pecuniary interests. | | |

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

CUSIP No. 922822101 13G/A Page 7 of 9 Pages

| | 3. | (iv) — Mr. David Kroin | Shared power
to dispose or to direct the disposition of: 0 |
| --- | --- | --- | --- |
| | (a) | Amount
beneficially owned: 0 | |
| | (b) | Percent of
class: 0% | |
| | (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: 0 |
| | | (iii) | Sole power
to dispose or to direct the disposition of: 0. |
| | | (iv) | Shared power
to dispose or to direct the disposition of: 0 |
| 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 each of the Reporting Persons has
ceased to be the beneficial owner of more than five percent of the class of securities. Check the following x . | | | |
| 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/A Page 8 of 9 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, 2013

| 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/A

The undersigned hereby agree as follows:

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

(ii) Each of them is responsible for the timely filing of such Schedule 13G/A 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, 2013

| 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 | |