REPLIGEN CORP — Major Shareholding Notification 2010

Feb 12, 2010

SC 13G/A 1 sc13ga600322rep_12312009.htm AMENDMENT NO. 6 TO THE SCHEDULE 13G sc13ga600322rep_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. 6) 1

| Repligen
Corporation |
| --- |
| (Name
of Issuer) |

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

759916109
(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. 759916109

| 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 508,750 |
| | 7 | SOLE
DISPOSITIVE POWER 0
shares |
| | 8 | SHARED
DISPOSITIVE POWER 508,750 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 508,750 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7% | |
| 12 | TYPE
OF REPORTING PERSON PN | |

2

CUSIP NO. 759916109

| 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 314,400 |
| | 7 | SOLE
DISPOSITIVE POWER 0
shares |
| | 8 | SHARED
DISPOSITIVE POWER 314,400 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 314,400 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
| 12 | TYPE
OF REPORTING PERSON PN | |

3

CUSIP NO. 759916109

| 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 1,092,700 |
| | 7 | SOLE
DISPOSITIVE POWER 0
shares |
| | 8 | SHARED
DISPOSITIVE POWER 1,092,700 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,092,700 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6% | |
| 12 | TYPE
OF REPORTING PERSON OO | |

4

CUSIP NO. 759916109

| 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 123,100 |
| | 7 | SOLE
DISPOSITIVE POWER 0
shares |
| | 8 | SHARED
DISPOSITIVE POWER 123,100 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,100 | |
| 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 | |

5

CUSIP NO. 759916109

| 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 2,038,950 |
| | 7 | SOLE
DISPOSITIVE POWER 0
shares |
| | 8 | SHARED
DISPOSITIVE POWER 2,038,950 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,038,950 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | |
| 12 | TYPE
OF REPORTING PERSON PN,
IA | |

6

CUSIP NO. 759916109

| 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 2,038,950 |
| | 7 | SOLE
DISPOSITIVE POWER 0
shares |
| | 8 | SHARED
DISPOSITIVE POWER 2,038,950 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,038,950 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | |
| 12 | TYPE
OF REPORTING PERSON CO | |

7

CUSIP NO. 759916109

| 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 2,038,950 |
| | 7 | SOLE
DISPOSITIVE POWER 0
shares |
| | 8 | SHARED
DISPOSITIVE POWER 2,038,950 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,038,950 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

8

CUSIP NO. 759916109

Item 1(a). Name of Issuer:

Repligen Corporation, a Delaware corporation (the “Issuer”).

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

41 Seyon Street

Bldg. 1, Suite 100

Waltham, MA 02453

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.”

9

CUSIP NO. 759916109

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

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

Item 2(e). CUSIP Number:

759916109

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 508,750 shares of Common Stock, (ii) BVF2 beneficially owned 314,400 shares of Common Stock, (iii) BVLLC beneficially owned 1,092,700 shares of Common Stock and (iv) ILL10 beneficially owned 123,100 shares of Common Stock.

10

CUSIP NO. 759916109

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 2,038,950 shares of Common Stock 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 2,038,950 shares of Common Stock beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 2,038,950 shares of Common Stock 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 30,761,807 shares of Common Stock outstanding as of January 26, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 4, 2010. As of the close of business on December 31, 2009, (i) BVF beneficially owned approximately 1.7% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 1.0% of the outstanding shares of Common Stock, (iii) BVLLC beneficially owned approximately 3.6% 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 approximately 6.6% 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.

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

See Cover Pages Items 5-9.

11

CUSIP NO. 759916109

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.

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 A to Amendment No. 5 to the Schedule 13G, filed May 20, 2009.

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.

12

CUSIP NO. 759916109

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 12, 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 | |

13