SOLIGENIX, INC. — Major Shareholding Notification 2008

Feb 13, 2008

SC 13G/A 1 dorsigtaupharm13gano1_021308.htm DOR BIOPHARMA INC. - SIGMA TAU PHARMACEUTICALS SCHEDULE 13G/A NO. 1 dorsigtaupharm13gano1_021308.htm Licensed to: Cahill Gordon & Reindel LLP Document Created using EDGARizer 4.0.4.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A1

Under the Securities Exchange Act of 1934

(Amendment No. 1)

DOR BioPharma, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001 per share

(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)

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).

| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Paolo
Cavazza | |
| --- | --- | --- |
| 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 Italy | |
| | 5. | Sole
Voting Power 1,546,870 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 0 |
| Owned
by Each Reporting Person
With: | 7. | Sole
Dispositive Power 1,546,870 |
| | 8. | Shared
Dispositive Power 0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,546,870 | |
| 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) 1.6%
(based on 94,774,187 shares of common stock outstanding as of November 7,
2007, as reported in the Issuer’s prospectus supplement filed
with the Securities and Exchange Commission on November, 19,
2007) | |
| 12. | Type
of Reporting Person (See Instructions) IN | |

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| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Claudio
Cavazza | |
| --- | --- | --- |
| 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 Italy | |
| | 5. | Sole
Voting Power 0 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 0 |
| Owned
by Each Reporting Person
With: | 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%
(based on 94,774,187 shares of common stock outstanding as of November 7,
2007, as reported in the Issuer’s prospectus supplement filed
with the Securities and Exchange Commission November 19,
2007) | |
| 12. | Type
of Reporting Person (See Instructions) IN | |

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| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Sigma-Tau
Finanziaria S.p.A. | |
| --- | --- | --- |
| 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 Italy | |
| | 5. | Sole
Voting Power 0 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 0 |
| Owned
by Each Reporting Person
With: | 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%
(based on 94,774,187 shares of common stock outstanding as of November 7,
2007, as reported in the Issuer’s prospectus supplement filed
with the Securities and Exchange Commission November 19,
2007) | |
| 12. | Type
of Reporting Person (See Instructions) CO | |

-4-

| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Sigma-Tau
International S.A. | |
| --- | --- | --- |
| 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 Luxembourg | |
| | 5. | Sole
Voting Power 0 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 0 |
| Owned
by Each Reporting Person
With: | 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%
(based on 94,774,187 shares of common stock outstanding as of November 7,
2007, as reported in the Issuer’s prospectus supplement filed
with the Securities and Exchange Commission November 19,
2007) | |
| 12. | Type
of Reporting Person (See Instructions) CO | |

-5-

| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Sigma-Tau
America S.A. | |
| --- | --- | --- |
| 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 Luxembourg | |
| | 5. | Sole
Voting Power 0 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 0 |
| Owned
by Each Reporting Person
With: | 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%
(based on 94,774,187 shares of common stock outstanding as of November 7,
2007, as reported in the Issuer’s prospectus supplement filed
with the Securities and Exchange Commission November 19,
2007) | |
| 12. | Type
of Reporting Person (See Instructions) CO | |

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| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Sigma-Tau
Pharmaceuticals, Inc. On October 25, 2007, Sigma-Tau Pharmaceuticals, Inc.
was merged into Sigma-Tau Holding America, Inc., which survived and
changed its name to Sigma-Tau Pharmaceuticals, Inc. | |
| --- | --- | --- |
| 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 Nevada | |
| | 5. | Sole
Voting Power 0 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 0 |
| Owned
by Each Reporting Person
With: | 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%
(based on 94,774,187 shares of common stock outstanding as of November 7,
2007, as reported in the Issuer’s prospectus supplement filed
with the Securities and Exchange Commission November 19,
2007) | |
| 12. | Type
of Reporting Person (See Instructions) CO | |

-7-

Item 1(a). Name of Issuer:

DOR BioPharma, Inc.

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

1101 Brickell Avenue, Suite 701-S, Miami FL 33131

Item 2(a). Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

(i) Paolo Cavazza

(ii) Claudio Cavazza

(iii) Sigma-Tau Finanziaria S.p.A. (“Sigma-Tau”)

(iv) Sigma-Tau International S.A.

(v) Sigma-Tau America S.A.

(vi) Sigma-Tau Pharmaceuticals, Inc.

Item 2(b). Address of Principal Business Office:

(i)

Paolo Cavazza

Via Tesserete 10

Lugano, Switzerland

(ii)

Claudio Cavazza

Via Sudafrica, 20

Rome, Italy 00144

(iii)

Sigma-Tau

Via Sudafrica, 20

Rome, Italy 00144

(iv)

Sigma-Tau International S.A.

19-21 Boulevard du Prince Henri

L-1724 Luxembourg

(v)

Sigma-Tau America S.A.

19-21 Boulevard du Prince Henri

L-1724 Luxembourg

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(vi)

Sigma-Tau Pharmaceuticals, Inc.

800 South Frederick Avenue, Suite 300

Gaithersburg, Maryland 20877

USA

Item 2(c). Citizenship:

(i) Paolo Cavazza is an Italian citizen.

(ii) Claudio Cavazza is an Italian citizen.

(iii) Sigma-Tau is an Italian corporation.

(iv) Sigma-Tau International S.A. is a Luxembourg corporation.

(v) Sigma-Tau America S.A. is a Luxembourg corporation.

(vi) Sigma-Tau Pharmaceuticals, Inc. is a Nevada corporation .

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

Common Stock, par value $0.001 (the “Shares”)

Item 2(e). CUSIP Number:

258094101

ITEM 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is a:

This Item 3 is not applicable

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ITEM 4. Ownership:

Paolo Cavazza

| (a) | Amount
beneficially owned: | 1,546,870 |
| --- | --- | --- |
| (b) | Percent
of class: | 1.6% |
| (c) | Number
of shares as to which such person has: | |
| | (i) sole
power to vote or to direct the vote: | 1,546,870 |
| | (ii) shared
power to vote or to direct the vote: | 0 |
| | (iii)
sole power to dispose or to direct the disposition of: | 1,546,870 |
| | (iv)
shared power to dispose or to direct the disposition of: | 0 |

Claudio Cavazza

| (a) | Amount
beneficially owned: | 0 |
| --- | --- | --- |
| (b) | Percent
of class: | 0% |
| (c) | Number
of shares as to which such 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 |

Sigma Tau

| (a) | Amount
beneficially owned: | 0 |
| --- | --- | --- |
| (b) | Percent
of class: | 0% |
| (c) | Number
of shares as to which such 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 |

-10-

Sigma-Tau International S.A.

| (a) | Amount
beneficially owned: | 0 |
| --- | --- | --- |
| (b) | Percent
of class: | 0% |
| (c) | Number
of shares as to which such 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 |

Sigma-Tau America S.A.

| (a) | Amount
beneficially owned: | 0 |
| --- | --- | --- |
| (b) | Percent
of class: | 0% |
| (c) | Number
of shares as to which such 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 |

Sigma-Tau Pharmaceuticals, Inc .

| (a) | Amount
beneficially owned: | 0 |
| --- | --- | --- |
| (b) | Percent
of class: | 0% |
| (c) | Number
of shares as to which such 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 |

-11-

ITEM 5. Ownership of Five Percent or Less of a Class:

Yes

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

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 acquired and are held in the ordinary course of business and 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-

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.

Dated: February 13, 2008

PAOLO CAVAZZA

By: /s/ Antonio Nicolai

Name: Antonio Nicolai

Title: proxy holder authorized

Dated: February 13, 2008

CLAUDIO CAVAZZA

By: /s/ Antonio Nicolai

Name: Antonio Nicolai

Title: proxy holder authorized

Dated: February 13, 2008

SIGMA-TAU FINANZIARIA SPA

By: /s/ Antonio Nicolai

Name: Antonio Nicolai

Title: Director - proxy holder authorized

Dated: February 13, 2008

SIGMA-TAU INTERNATIONAL S.A.

By: /s/ Gregg Lapointe

Name: Gregg Lapointe

Title: Attorney-in-fact

Dated: February 13, 2008

SIGMA-TAU AMERICA S.A.

By: /s/ Gregg Lapointe

Name: Gregg Lapointe

Title: Attorney-in-fact

-13-

Dated: February 13, 2008

SIGMA-TAU PHARMACEUTICALS, INC.

By: /s/ Gregg Lapointe

Name: Gregg Lapointe

Title: Chief Operating Officer

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EXHIBIT INDEX

A. Joint Filing Agreement dated January 12, 2007 by and among Paolo Cavazza, Claudio Cavazza, Sigma Tau Finanziaria S.p.A., Sigma-Tau Pharmaceuticals, Inc., Sigma Tau America S.A., Sigma-Tau Holding America, Inc. and Sigma Tau International S.A. 1

B. Power of Attorney, dated January 9, 2007, granted by Messrs. Dominique Audia and Luca Checchinato, directors of Sigma-Tau International S.A., in favor of Messrs. Gregg Lapointe and Don DeLillo 2

C. Power of Attorney, dated January 9, 2007, granted by Messrs. Dominique Audia and Luca Checchinato, directors of Sigma-Tau America S.A., in favor of Messrs. Gregg Lapointe and Don DeLillo 3

D. Power of Attorney, dated January 10, 2007, granted by Mr. Paolo Cavazza in favor of Messrs. Antonio Nicolai and Maurizio Terenzi 4

E. Power of Attorney, dated January 10, 2007, granted by Mr. Claudio Cavazza, President of Sigma-Tau Finanziaria S.p.A., in favour of Messrs. Antonio Nicolai and Maurizio Terenzi 5

F. Power of Attorney, dated January 10, 2007, granted by Mr. Claudio Cavazza in favor of Messrs. Antonio Nicolai and Maurizio Terenzi 6

1 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007

2 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007.

3 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007.

4 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007.

5 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007.

6 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007.

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