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SOLIGENIX, INC. — Major Shareholding Notification 2008
Feb 14, 2008
35119_mrq_2008-02-14_5c9f2e2f-8dc5-44b2-92c1-bf404dd063b5.zip
Major Shareholding Notification
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SC 13G/A 1 c72466sc13gza.htm SCHEDULE 13G/A Filed by Bowne Pure Compliance PAGEBREAK
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. 2)*
Dor Biopharma, Inc.
(Name of Issuer)
Common Shares, par value $0.001
(Title of Class of Securities)
258094101
(CUSIP Number)
December 31, 2007
(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)
þ Rule 13d-1(c)
o Rule 13d-1(d)
- The remainder of this cover page shall be filled out for a reporting persons 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).
PAGEBREAK
CUSIP No. 258094101 Page 2 of 9
| 1 | NAMES OF REPORTING PERSONS Southpoint Capital Advisors LP | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) o | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| 5 | SOLE VOTING POWER | |
| NUMBER OF | 0** | |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0** | |
| WITH: | 8 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 0** | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | |
| o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0%** | ||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | |
| PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
2 of 9
PAGEBREAK
CUSIP No. 258094101 Page 3 of 9
| 1 | NAMES OF REPORTING PERSONS Southpoint GP, LP | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) o | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| 5 | SOLE VOTING POWER | |
| NUMBER OF | 0** | |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0** | |
| WITH: | 8 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 0** | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | |
| o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0%** | ||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | |
| PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
3 of 9
PAGEBREAK
CUSIP No. 258094101 Page 4 of 9
| 1 | NAMES OF REPORTING PERSONS Southpoint Capital Advisors LLC | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) o | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| 5 | SOLE VOTING POWER | |
| NUMBER OF | 0** | |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0** | |
| WITH: | 8 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 0** | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | |
| o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0%** | ||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | |
| OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
4 of 9
PAGEBREAK
CUSIP No. 258094101 Page 5 of 9
| 1 | NAMES OF REPORTING PERSONS Southpoint GP, LLC | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) o | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| 5 | SOLE VOTING POWER | |
| NUMBER OF | 0** | |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0** | |
| WITH: | 8 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 0** | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | |
| o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0%** | ||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | |
| OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
5 of 9
PAGEBREAK
CUSIP No. 258094101 Page 6 of 9
| 1 | NAMES OF REPORTING PERSONS Robert W. Butts | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) o | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States | ||
| 5 | SOLE VOTING POWER | |
| NUMBER OF | 0** | |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0** | |
| WITH: | 8 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 0** | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | |
| o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0%** | ||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | |
| IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
6 of 9
PAGEBREAK
CUSIP No. 258094101 Page 7 of 9
| 1 | NAMES OF REPORTING PERSONS John S. Clark II | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) o | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States | ||
| 5 | SOLE VOTING POWER | |
| NUMBER OF | 0** | |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0** | |
| WITH: | 8 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 0** | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | |
| o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0%** | ||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | |
| IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
7 of 9
PAGEBREAK
SCHEDULE 13G
This Amendment No. 2 to Schedule 13G (the Amendment) is an amendment to the initial statement on Schedule 13G relating to shares of common stock, par value $0.001 per share (the Common Stock) of Dor Biopharma, Inc., a Delaware corporation (the Issuer), filed with the Securities and Exchange Commission (the SEC) on February 16, 2007 (the Schedule 13G).
This Amendment is being filed on behalf of Southpoint Capital Advisors LLC, a Delaware limited liability company (Southpoint CA LLC), Southpoint GP, LLC, a Delaware limited liability company (Southpoint GP LLC), Southpoint Capital Advisors LP, a Delaware limited partnership (Southpoint Advisors), Southpoint GP, LP, a Delaware limited partnership (Southpoint GP), Robert W. Butts and John S. Clark II. Southpoint CA LLC is the general partner of Southpoint Advisors. Southpoint GP LLC is the general partner of Southpoint GP. Southpoint GP is the general partner of Southpoint Fund LP, a Delaware limited partnership (the Fund), Southpoint Qualified Fund LP, a Delaware limited partnership (the Qualified Fund), and Southpoint Master Fund, LP, a Cayman Islands exempted limited partnership (the Master Fund). Southpoint Offshore Fund, Ltd., a Cayman Island exempted company (the Offshore Fund), is also a general partner of the Master Fund.
This Amendment is being filed to report that the Fund, the Qualified Fund and the Master Fund no longer beneficially own the Issuers Common Stock.
Item 4 Ownership .
Item 4 is hereby amended and restated as follows:
Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 0 shares of Common Stock.
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 equity securities, check the following þ .
Item 10 Certification.
By signing below each of the Reporting Persons certifies that, to the best of such persons knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.
Folio 8 of 9 /Folio
PAGEBREAK
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, 2008
| SOUTHPOINT CAPITAL ADVISORS, LP | |
|---|---|
| By: | Southpoint Capital Advisors LLC |
| its general partner |
| By: | |
|---|---|
| Name: | Robert W. Butts |
| Title: | Manager |
| SOUTHPOINT GP, LP | |
|---|---|
| By: | Southpoint GP, LLC |
| its general partner |
| By: | |
|---|---|
| Name: | Robert W. Butts |
| Title: | Manager |
| /s/ Robert W. Butts | |
|---|---|
| Name: | Robert W. Butts |
| Title: | Manager |
| /s/ Robert W. Butts | |
|---|---|
| Name: | Robert W. Butts |
| Title: | Manager |
| /s/ Robert W. Butts |
|---|
| Robert W. Butts |
| /s/ John S. Clark II |
|---|
| John S. Clark II |
Folio 9 of 9 /Folio