CURIS INC — Major Shareholding Notification 2010

Feb 10, 2010

SC 13G/A 1 sc13ga507422cur_12312009.htm AMENDMENT NO. 5 TO THE SCHEDULE 13G sc13ga507422cur_12312009.htm Licensed to: Olshan Document Created using EDGARizer 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 5) 1

| Curis,

Inc.
(Name
of Issuer)

| Common

Stock, par value $0.01 per share
(Title
of Class of Securities)

231269101
(CUSIP
Number)

| December

31, 2009
(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)

---

1 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 ).

CUSIP NO. 231269101

| 1 | NAME OF REPORTING PERSON Biotechnology Value Fund, L.P. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares | | | 6 | SHARED VOTING POWER 150,759 (1) | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 150,759 (1) | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,759 (1) | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1% | | | 12 | TYPE OF REPORTING PERSON PN | |

(1) Includes 150,759 shares of Common Stock purchasable upon the exercise of certain warrants.

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CUSIP NO. 231269101

| 1 | NAME OF REPORTING PERSON Biotechnology Value Fund II, L.P. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares | | | 6 | SHARED VOTING POWER 103,051 (1) | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 103,051 (1) | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,051 (1) | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1% | | | 12 | TYPE OF REPORTING PERSON PN | |

(1) Includes 103,051 shares of Common Stock purchasable upon the exercise of certain warrants.

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CUSIP NO. 231269101

| 1 | NAME OF REPORTING PERSON BVF Investments, L.L.C. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares | | | 6 | SHARED VOTING POWER 359,887 (1) | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 359,887 (1) | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,887 (1) | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1% | | | 12 | TYPE OF REPORTING PERSON OO | |

(1) Includes 359,887 shares of Common Stock purchasable upon the exercise of certain warrants.

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CUSIP NO. 231269101

| 1 | NAME OF REPORTING PERSON Investment 10, L.L.C. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares | | | 6 | SHARED VOTING POWER 44,353 (1) | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 44,353 (1) | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,353 (1) | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1% | | | 12 | TYPE OF REPORTING PERSON OO | |

(1) Includes 44,353 shares of Common Stock purchasable upon the exercise of certain warrants.

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CUSIP NO. 231269101

| 1 | NAME OF REPORTING PERSON BVF Partners L.P. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares | | | 6 | SHARED VOTING POWER 658,050 (1) | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 658,050 (1) | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,050 (1) | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1% | | | 12 | TYPE OF REPORTING PERSON PN, IA | |

(1) Includes 658,050 shares of Common Stock purchasable upon the exercise of certain warrants.

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CUSIP NO. 231269101

| 1 | NAME OF REPORTING PERSON BVF Inc. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares | | | 6 | SHARED VOTING POWER 658,050 (1) | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 658,050 (1) | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,050 (1) | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1% | | | 12 | TYPE OF REPORTING PERSON CO | |

(1) Includes 658,050 shares of Common Stock purchasable upon the exercise of certain warrants.

7

CUSIP NO. 231269101

| 1 | NAME OF REPORTING PERSON Mark N. Lampert | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares | | | 6 | SHARED VOTING POWER 658,050 (1) | | | 7 | SOLE DISPOSITIVE POWER 0 shares | | | 8 | SHARED DISPOSITIVE POWER 658,050 (1) | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,050 (1) | | | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1% | | | 12 | TYPE OF REPORTING PERSON IN | |

(1) Includes 658,050 shares of Common Stock purchasable upon the exercise of certain warrants.

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CUSIP NO. 231269101

Item 1(a). Name of Issuer:

Curis, Inc., a Delaware corporation (the “Issuer”).

Item 1(b). Address of Issuer's Principal Executive Offices:

45 Moulton Street

Cambridge, MA 02138

Item 2(a). Name of Person Filing

Item 2(b). Address of Principal Business Office or, if None, Residence

Item 2(c). Citizenship

Biotechnology Value Fund, L.P. (“BVF”)

900 North Michigan Avenue, Suite 1100

Chicago, Illinois 60611

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

900 North Michigan Avenue, Suite 1100

Chicago, Illinois 60611

Citizenship: Delaware

BVF Investments, L.L.C. (“BVLLC”)

900 North Michigan Avenue, Suite 1100

Chicago, Illinois 60611

Citizenship: Delaware

Investment 10, L.L.C. (“ILL10”)

900 North Michigan Avenue, Suite 1100

Chicago, Illinois 60611

Citizenship: Illinois

BVF Partners L.P. (“Partners”)

900 North Michigan Avenue, Suite 1100

Chicago, Illinois 60611

Citizenship: Delaware

BVF Inc.

900 North Michigan Avenue, Suite 1100

Chicago, Illinois 60611

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

900 North Michigan Avenue, Suite 1100

Chicago, Illinois 60611

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

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CUSIP NO. 231269101

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Common Stock”)

Item 2(e). CUSIP Number:

231269101

ITEM 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

/x/ Not applicable.

(a) / / Broker or dealer registered under Section 15 of the Exchange Act.

(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.

(c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d) / / Investment company registered under Section 8 of the Investment Company Act.

(e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

(k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

ITEM 4. Ownership

(a) Amount beneficially owned:

As of the close of business on December 31, 2009, (i) BVF beneficially owned 150,759 shares of Common Stock, including 150,759 shares of Common Stock purchasable upon the exercise of Warrants held by it, (ii) BVF2 beneficially owned 103,051 shares of Common Stock, including 103,051 shares of Common Stock purchasable upon the exercise of Warrants held by it, (iii) BVLLC beneficially owned 359,887 shares of Common Stock, including 359,887 shares of Common Stock purchasable upon the exercise of Warrants held by it and (iv) ILL10 beneficially owned 44,353 shares of Common Stock, including 44,353 shares of Common Stock purchasable upon the exercise of Warrants held by it.

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CUSIP NO. 231269101

Partners, as the general partner of BVF and BVF2, the manager of BVLLC and the investment adviser of ILL10, may be deemed to beneficially own the 658,050 shares of Common Stock, including 658,050 shares of Common Stock purchasable upon the exercise of certain Warrants, beneficially owned in the aggregate by BVF, BVF2, BVLLC and ILL10.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 658,050 shares of Common Stock, including 658,050 shares of Common Stock purchasable upon the exercise of certain Warrants, beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 658,050 shares of Common Stock, including 658,050 shares of Common Stock purchasable upon the exercise of certain Warrants, beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, BVLLC and ILL10 and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

(b) Percent of class:

Based on 73,771,648 shares of Common Stock outstanding immediately following the consummation of the Issuer’s offering dated January 22, 2010, as reported in the Issuer’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on January 22, 2010. As of the close of business on December 31, 2009, (i) BVF beneficially owned less than 1% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned less than 1% of the outstanding shares of Common Stock, (iii) BVLLC beneficially owned less than 1% of the outstanding shares of Common Stock, (iv) ILL10 beneficially owned less than 1% of the outstanding shares of Common Stock and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own less than 1% of 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

See Cover Pages Items 5-9.

(ii) Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii) Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

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CUSIP NO. 231269101

(iv) Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

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 the reporting person 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.

Pursuant to the operating agreement of BVLLC, Partners is authorized, among other things, to invest the contributed capital of Samana Capital, L.P., the majority member of BVLLC, in the shares of Common Stock and other securities of the Issuer and to vote, exercise or convert and dispose of each security, and is entitled to receive fees based on assets under management and, subject to certain exceptions, allocations based on realized and unrealized gains on such assets.

Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF, BVF2, BVLLC and ILL10.

ITEM 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

ITEM 8. Identification and Classification of Members of the Group.

See Exhibit 99.1.

ITEM 9. Notice of Dissolution of Group.

Not Applicable.

ITEM 10. Certifications.

By signing below each of 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.

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CUSIP NO. 231269101

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2010

| BIOTECHNOLOGY VALUE FUND, L.P. — By: | BVF Partners L.P., its general partner | INVESTMENT 10, L.L.C. — By: | BVF Partners L.P., its investment manager | | --- | --- | --- | --- | | By: | BVF Inc., its general partner | By: | BVF Inc., its general partner | | By: | /s/ Mark N. Lampert | By: | /s/ Mark N. Lampert | | | Mark N. Lampert | | Mark N. Lampert | | | President | | President |

| BIOTECHNOLOGY VALUE FUND II, L.P. — By: | BVF Partners L.P., its general partner | BVF PARTNERS L.P. — By: | BVF Inc., its general partner | | --- | --- | --- | --- | | By: | BVF Inc., its general partner | By: | /s/ Mark N. Lampert | | | | | Mark N. Lampert | | By: | /s/ Mark N. Lampert | | President | | | Mark N. Lampert | | | | | President | | |

| BVF INVESTMENTS, L.L.C. — By: | BVF Partners L.P., its manager | BVF INC. — By: | /s/ Mark N. Lampert | | --- | --- | --- | --- | | | | | Mark N. Lampert | | By: | BVF Inc., its general partner | | President | | By: | /s/ Mark N. Lampert | | | | | Mark N. Lampert | /s/ Mark N. Lampert | | | | President | MARK N. LAMPERT | |

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