Vericel Corp — Major Shareholding Notification 2011

Feb 14, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

AASTROM BIOSCIENCES INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

00253U305

(CUSIP Number)

December 31, 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:

[ ] Rule 13d-1(b)

[ X ] Rule 13d-1(c)

[ ] 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).

CUSIP No. 00253U305 13G Page 2 of 7 Pages

| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). RA
Capital Management, 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 Massachusetts |

| Number
of Shares Beneficially Owned
by Each
Reporting Person
With | Sole
Voting
Power 178,125 |
| --- | --- |
| 6. | Shared
Voting
Power 0 |
| 7. | Sole
Dispositive
Power 178,125 |
| 8. | Shared
Dispositive
Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 178,125 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes o Certain
Shares (See Instructions) |
| 11. | Percent
of Class Represented by Amount in Row (9) 0.5% |
| 12. | Type
of Reporting Person (See Instructions) IA |

CUSIP No. 00253U305 13G Page 3 of 7 Pages

| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Peter
Kolchinsky |
| --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) |
| | (a) |
| | (b) |
| 3. | SEC
Use Only |
| 4. | Citizenship
or Place of
Organization United
States |

| Number
of Shares Beneficially Owned
by Each
Reporting Person
With | Sole
Voting
Power 178,125 |
| --- | --- |
| 6. | Shared
Voting
Power 0 |
| 7. | Sole
Dispositive
Power 178,125 |
| 8. | Shared
Dispositive
Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 178,125 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes o Certain
Shares (See Instructions) |
| 11. | Percent
of Class Represented by Amount in Row (9) 0.5% |
| 12. | Type
of Reporting Person (See Instructions) IN |

CUSIP No. 00253U305 13G Page 4 of 7 Pages

| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). RA
Capital Healthcare Fund, L.P. |
| --- | --- |
| 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 |

| Number
of Shares Beneficially Owned
by Each
Reporting Person
With | Sole
Voting
Power 80,156 |
| --- | --- |
| 6. | Shared
Voting
Power 0 |
| 7. | Sole
Dispositive
Power 80,156 |
| 8. | Shared
Dispositive
Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 80,156 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes o Certain
Shares (See Instructions) |
| 11. | Percent
of Class Represented by Amount in Row (9) 0.2% |
| 12. | Type
of Reporting Person (See Instructions) PN |

CUSIP No. 00253U305 Page 5 of 7

Item 1.

(a) Name of Issuer: AAStrom Biosciences, Inc. (the “Issuer”).

(b) Address of the Issuer’s Principal Executive Offices: 24 Frank Lloyd Wright Dr., P.O. Box 376, Ann Arbor, Michigan 48106.

Item 2.

(a) Name of Person Filing: This joint statement on Schedule 13G is being filed by Peter Kolchinsky, RA Capital Management, LLC, and RA Capital Healthcare Fund, L.P. who are collectively referred to herein as the “Reporting Persons.” Mr. Kolchinsky (the “Manager”) is the manager of RA Capital Management, LLC (“Capital”), which is the investment adviser and sole general partner of each of RA Capital Healthcare Fund, L.P. (“Fund ”) and serves as the investment adviser to an account owned by a separate investment vehicle. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

(b) Address of Principal Business Office: The principal business office of the Reporting Persons with respect to the shares reported hereunder is 20 Park Plaza, Suite 905, Boston, MA 02116.

(c) Citizenship: Capital is a Massachusetts limited liability company. The Fund is a Delaware limited partnership. The Manager is a United States citizen.

(d) Title and Class of Securities: Common stock, no par value (“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.

Item 4. Ownership:

As of December 31, 2010, the Reporting Persons, in the aggregate, beneficially owned warrants to purchase 178,125 shares of the Common Stock of the Issuer, representing approximately 0.5% of the outstanding Common Stock of the Issuer. The beneficial ownership of each Reporting Person was as follows: (i) Fund beneficially owned warrants to purchase 80,156 shares of Common Stock representing approximately 0.2% of the class and (ii) Capital, as the investment adviser and sole general partner of the Fund and investment adviser to an account owned by a separate investment vehicle which holds warrants to purchase shares of the Issuer's Common Stock, and Mr. Kolchinsky as the manager of Capital, each beneficially owned warrants to purchase 178,125 shares of Common Stock of the Issuer representing approximately 0.5% of the class. The percentage of Common Stock beneficially owned by each Reporting Person is based on a total of 38,791,787 shares of Common Stock of the Issuer outstanding as of December 10, 2010, as reported in the Issuer’s Prospectus Supplement (to Prospectus dated September 12, 2010, Registration No. 333- 170581), filed on December 10, 2010, plus the number of shares of Common Stock able to be acquired by the Reporting Persons within 60 days of the date of this filing.

CUSIP No. 00253U305 Page 6 of 7

The Fund has the power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Capital, as the investment adviser and sole general partner of the Fund and as the investment adviser to an account owned by a separate investment vehicle which holds shares of the Issuer’s Common Stock, has the sole authority to vote and dispose of all of the shares of Common Stock reported in this Schedule 13G. The Manager, by virtue of his position as manager of Capital, has the sole authority to vote and dispose of all of the shares of Common Stock reported in this Schedule 13G.

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:

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which 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:

Not applicable.

ITEM 9. Notice of Dissolution of Group:

Not applicable.

ITEM 10. Certification:

By signing below I hereby 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 a participant in any transaction having that purpose or effect.

CUSIP No. 00253U305 Page 7 of 7

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 |
| --- |
| RA
CAPITAL MANAGEMENT, LLC |
| By:
/s/ Peter Kolchinsky |
| Peter
Kolchinsky |
| Manager |
| RA
CAPITAL HEALTHCARE FUND, L.P. |
| By:
RA Capital Management, LLC |
| General
Partner |
| By:
/s/ Peter Kolchinsky |
| Peter
Kolchinsky |
| Manager |
| PETER
KOLCHINSKY |
| /s/
Peter Kolchinsky |

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees, as of February 14, 2011, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of AAStrom Biosciences, Inc. (the “Issuer”), and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.

| RA
CAPITAL MANAGEMENT, LLC |
| --- |
| By:
/s/ Peter Kolchinsky |
| Peter
Kolchinsky |
| Manager |
| RA
CAPITAL HEALTHCARE FUND, L.P. |
| By:
RA Capital Management, LLC |
| General
Partner |
| By:
/s/ Peter Kolchinsky |
| Peter
Kolchinsky, Manager |
| RA
Capital Management, LLC |
| PETER
KOLCHINSKY |
| /s/
Peter Kolchinsky |