Vericel Corp — Major Shareholding Notification 2011

Feb 14, 2011

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

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

Aastrom Biosciences Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00253U305
(CUSIP Number)
December 15, 2010
(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.

1

CUSIP No. 00253U305 13G Page 2 of 10 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 |
| | 2,222,222 1 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 2,222,222 1 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 2,222,222 1 | |
| 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) | |
| | 7.29% 2 | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | OO | |

| 1 | Consists of warrants to purchase
840,896 shares of Common Stock owned by Biomedical Value Fund, LP (“BVF”), warrants to purchase
667,066 shares of Common Stock owned by Biomedical Offshore Value Fund, Ltd.
(“BOVF”), warrants to purchase 338,800 shares of Common Stock owned by
Biomedical Institutional Value Fund, LP (“BIVF”), warrants to purchase 122,878
shares of Common Stock owned by Lyrical Multi-Manager Fund, LP (“Lyrical”),
warrants to purchase 204,796 shares of Common Stock owned by Class D Series of
GEF-PS, LP (“GEF-PS”), warrants to purchase 6,828 shares of Common Stock owned
by David J. Morrison (“Morrison”), and warrants to purchase 40,958 shares of
Common Stock owned by WS Investments III, LLC (“WS”). |
| --- | --- |
| 2 | Based on a total of
28,251,787 shares of Common Stock outstanding as reported in the Issuer’s Form
10-Q filed on November 4, 2010. |

CUSIP No. 00253U305 13G Page 3 of 10 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 |
| | 2,222,222 1 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 2,222,222 1 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 2,222,222 1 | |
| 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) | |
| | 7.29% 2 | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | IN | |

CUSIP No. 00253U305 13G Page 4 of 10 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 |
| | 2,222,222 1 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 2,222,222 1 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 2,222,222 1 | |
| 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) | |
| | 7.29% 2 | |
| 12. | TYPE OF
REPORTING PERSON (See Instructions) | |
| | IN | |

CUSIP No. 00253U305 13G Page 5 of 10 Pages

| Item 1. | (a) | Name of
Issuer |
| --- | --- | --- |
| | | OncoGenex Pharmaceuticals Inc. |
| | (b) | Address of Issuer’s Principal Executive Offices |
| | | 1522 217th Place S.E., Bothell, Washington 98021 |
| 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, 2011,
a copy of which is filed with this Schedule 13G 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 |
| | | 00253U305 |
| 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. 00253U305 13G Page 6 of 10 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 | | |
| | Biomedical Value Fund, L.P. (“BVF”) is the record owner of 840,896 shares of Common Stock of the Issuer (the “BVF Shares”),
consisting of warrants to purchase 840,896 shares of Common Stock.. Great Point
Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of
such status may be deemed to be the beneficial owner of the BVF Shares. 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,
has voting and investment power with respect to the BVF Shares, and therefore
may be deemed to be the beneficial owner of the BVF Shares. | | |
| | Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 667,066 shares of Common Stock of the Issuer (the “BOVF
Shares”), consisting of warrants to purchase 667,066 shares of Common Stock.
Great Point is the investment manager of BOVF, and by virtue of such status may
be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as
senior managing member of Great Point, and Mr. Kroin, as special managing member
of Great Point, has voting and investment power with respect to the BOVF Shares,
and therefore may be deemed to be the beneficial owner of the BOVF
Shares. | | |
| | Biomedical Institutional Value Fund, L.P. (“BIVF”) is the record
owner of 338,800 shares of Common Stock of the Issuer (the “BIVF Shares”),
consisting of warrants to purchase 338,800 shares of Common Stock.. Great Point
is the investment manager of BIVF, and by virtue of such status may be deemed to
be the beneficial owner of the BIVF Shares. Each of Dr. Jay, as senior managing
member of Great Point, and Mr. Kroin, as special managing member of Great Point,
has voting and investment power with respect to the BIVF Shares, and therefore
may be deemed to be the beneficial owner of the BIVF Shares. Lyrical Multi-Manager Fund, LP (“Lyrical”) is the record owner of 122,878 shares
of Common Stock of the Issuer (the “Lyrical Shares”), consisting of warrants to
purchase 122,878 shares of Common Stock. Great Point is the investment manager
of Lyrical, and by virtue of such status may be deemed to be the beneficial
owner of the Lyrical Shares. Each of Dr. Jay, as senior managing member of Great
Point, and Mr. Kroin, as special managing member of Great Point, has voting and
investment power with respect to the Lyrical Shares, and therefore may be deemed
to be the beneficial owner of the Lyrical Shares. Class D Series of GEF-PS, LP (“GEF-PS”) is the record owner of 204,796 shares of
Common Stock of the Issuer (the “GEF-PS Shares”), consisting of warrants to
purchase 204,796 shares of Common Stock. Great Point is the investment manager
of GEF-PS, and by virtue of such status may be deemed to be the beneficial owner
of the GEF-PS Shares. Each of Dr. Jay, as senior managing member of Great Point,
and Mr. Kroin, as special managing member of Great Point, has voting and
investment power with respect to the GEF-PS Shares, and therefore may be deemed
to be the beneficial owner of the GEF-PS Shares. | | |

CUSIP No. 00253U305 13G Page 7 of 10 Pages

| David J. Morrison (“Morrison”) is the record owner of 6,828 shares of
Common Stock of the Issuer (the “Morrison Shares”), consisting of
warrants to purchase 6,828 shares of Common Stock.. Great Point is the
investment manager with respect to the Morrison Shares, and by virtue of such
status may be deemed to be the beneficial owner of the Morrison Shares. Each of
Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special
managing member of Great Point, has voting and investment power with respect to
the Morrison Shares, and therefore may be deemed to be the beneficial owner of
the Morrison Shares. WS Investments III, LLC (“WS”) is the record owner of 40,958 shares of Common
Stock of the Issuer (the “WS Shares”), consisting of warrants to purchase 40,958
shares of Common Stock. Great Point is the investment manager with respect to
the WS Shares, and by virtue of such status may be deemed to be the beneficial
owner of the WS Shares. Each of Dr. Jay, as senior managing member of Great
Point, and Mr. Kroin, as special managing member of Great Point, has voting and
investment power with respect to the WS Shares, and therefore may be deemed to
be the beneficial owner of the WS Shares. Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim
beneficial ownership of the BVF Shares, the BOVF Shares, the BIVF Shares, the
Lyrical Shares, the GEF-PS Shares, the Morrison Shares and the WS Shares, except
to the extent of their respective pecuniary interests. — 1. | Great Point Partners, LLC | |
| --- | --- | --- |
| (a) | Amount beneficially owned: 2,222,222 3 | |
| (b) | Percent of class: 7.29% 4 | |
| (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:
2,222,222 3 |
| | (iii) | Sole power to dispose or to direct the
disposition of: 0. |
| | (iv) | Shared power to dispose or to direct the
disposition of: 2,222,222 3 |
| 2. | Dr. Jeffrey R. Jay, M.D. | |
| (a) | Amount beneficially owned: 2,222,222 3 | |
| (b) | Percent of class: 7.29% 4 | |

| 3 | Consists of warrants to purchase 840,896 shares of
Common Stock owned by Biomedical Value Fund, LP (“BVF”), warrants to purchase
667,066 shares of Common Stock owned by Biomedical Offshore Value Fund, Ltd.
(“BOVF”), warrants to purchase 338,800 shares of Common Stock owned by
Biomedical Institutional Value Fund, LP (“BIVF”), warrants to purchase 122,878
shares of Common Stock owned by Lyrical Multi-Manager Fund, LP (“Lyrical”),
warrants to purchase 204,796 shares of Common Stock owned by Class D Series of
GEF-PS, LP (“GEF-PS”), warrants to purchase 6,828 shares of Common Stock owned
by David J. Morrison (“Morrison”), and warrants to purchase 40,958 shares of
Common Stock owned by WS Investments III, LLC (“WS”). |
| --- | --- |
| 4 | Based on a total of
28,251,787 shares of Common Stock outstanding as reported in the Issuer’s Form
10-Q filed on November 4, 2010. |

CUSIP No. 00253U305 13G Page 8 of 10 Pages

| (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:
2,222,222 3 |
| | (iii) | Sole power to dispose or to direct the
disposition of: 0. |
| | (iv) | Shared power to dispose or to direct the
disposition of: 2,222,222 3 |
| 3. | Mr. David Kroin | |
| (a) | Amount beneficially owned: 2,222,222 3 | |
| (b) | Percent of class: 7.29% 4 | |
| (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:
2,222,222 3 |
| | (iii) | Sole power to dispose or to direct the
disposition of: 0. |
| | (iv) | Shared power to dispose or to direct the
disposition of: 2,222,222 3 |

| 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: |
| | 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. 00253U305 13G Page 9 of 10 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, 2011

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

The undersigned hereby agree as follows:

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

(ii) Each of them is responsible for the timely filing of such Schedule 13G 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, 2011

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