- Statement of Ownership (SC 13G)
06 Oktober 2009 - 12:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Avigen, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
053690103
(CUSIP Number)
October 1, 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:
þ
Rule 13d-1(b)
o
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).
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1
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NAMES OF REPORTING PERSONS
Southpaw Credit Opportunity Master Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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3,436,831
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,436,831
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,436,831
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.5%
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12
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TYPE OF REPORTING PERSON
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PN
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1
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NAMES OF REPORTING PERSONS
Southpaw Asset Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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3,774,326
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,774,326
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,774,326
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.7%
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12
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TYPE OF REPORTING PERSON
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PN
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1
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NAMES OF REPORTING PERSONS
Southpaw Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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3,774,326
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,774,326
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,774,326
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.7%
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12
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TYPE OF REPORTING PERSON
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OO
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1
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NAMES OF REPORTING PERSONS
Kevin Wyman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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3,774,326
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SHARES
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6
|
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,774,326
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WITH:
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8
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SHARED DISPOSITIVE POWER
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|
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|
0
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|
|
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|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
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3,774,326
|
|
|
|
|
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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|
|
|
|
|
o
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|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.7%
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12
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TYPE OF REPORTING PERSON
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IN
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1
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NAMES OF REPORTING PERSONS
Howard Golden
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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3,774,326
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|
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SHARES
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6
|
|
SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,774,326
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,774,326
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|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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|
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|
|
|
o
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|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.7%
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12
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TYPE OF REPORTING PERSON
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IN
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SCHEDULE 13G
This Schedule 13G (the “Schedule 13G”) relates to shares of common stock, $0.001 par value (“Common
Stock”), of Avigen, Inc. (the “Issuer”), and is being filed on behalf of (i) Southpaw Credit
Opportunity Master Fund LP (the “Fund ”), a Cayman Islands limited partnership, (ii) Southpaw Asset
Management LP (“Southpaw Management”), a Delaware limited partnership, as the investment manager to
the Fund and certain managed accounts (the “Managed Accounts”), (iii) Southpaw Holdings LLC (“Southpaw
Holdings”), a Delaware limited liability company, as the general partner of Southpaw Management,
(iv) Kevin Wyman, a principal of Southpaw Holdings, and (v) Howard Golden, a principal of Southpaw
Holdings (the persons mentioned in (ii) (iii), (iv) and (v) are referred to as “Southpaw,” and
together with the Fund, the “Reporting Persons”). All shares of Common Stock are held by the Fund
and the Managed Accounts.
Item 1(a) Name of Issuer.
Avigen, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices.
1301 Harbor Bay Parkway
Alameda, California 94502
Item 2(a) Name of Person Filing.
(i) Southpaw
Credit Opportunity Master Fund LP (the “Fund”), (ii) Southpaw Asset
Management LP (“Southpaw Management”), (iii) Southpaw Holdings LLC (“Southpaw
Holdings”), (iv) Kevin Wyman, and (v) Howard Golden.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
Four Greenwich Office Park
Greenwich, CT 06831
Item 2(c) Citizenship or Place of Organization.
The
Fund is a Cayman Islands limited partnership. Southpaw Management is a Delaware
limited partnership. Southpaw Holdings is a Delaware limited liability company.
Mr. Wyman and Mr. Golden are United States citizens.
Item 2(d) Title of Class of Securities.
Common stock $0.001 par value (the “Common Stock”)
Item 2(e) CUSIP Number.
053690103
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Item 3
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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:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
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(e)
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þ
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813).
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(i)
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o
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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).
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4 Ownership.
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(a)
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The Fund may be deemed the
beneficial owner of 3,436,831 shares
of Common Stock it holds. Southpaw may be deemed the beneficial owner of
3,774,326 shares of Common Stock held by the Fund and the Managed Accounts.
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(b)
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The Fund may be deemed the beneficial owner of 11.5%, and Southpaw may be deemed the beneficial owner of 12.7%, of the Issuer’s
outstanding shares of Common Stock, which such percentages were calculated by
dividing (i) 3,436,831 (the number of shares of Common Stock held by the Fund)
and 3,774,326 (the number of shares of Common Stock held by the Fund and the
Managed Accounts), respectively, by (ii) 29,831,115 (the number of shares of
Common Stock issued and outstanding as of August 5, 2009 as reported in the
Issuer’s most recent Form 10-Q filed on August 10, 2009).
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(c)
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Southpaw has the power
to vote and dispose of the 3,774,326 shares of Common Stock held by
the Fund and the Managed Accounts. The Fund has the
power to vote and dispose of the 3,436,831 shares of Common Stock it holds.
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Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company.
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Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below each of the Reporting Persons certifies that, to the best of such
person’s 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.
Exhibits
Exhibit 1
Joint Filing Agreement by and among the Reporting Persons.
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: October 5, 2009
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Southpaw Credit Opportunity Master Fund LP
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By:
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Southpaw GP LLC, its general partner
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By:
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/s/ Howard Golden
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Name:
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Howard Golden
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Title:
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Managing Member
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Southpaw Asset Management LP
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By:
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Southpaw Holdings LLC, its general partner
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By:
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/s/ Howard Golden
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Name:
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Howard Golden
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Title:
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Managing Member
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Southpaw Holdings LLC
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By:
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/s/ Howard Golden
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Name:
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Howard Golden
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Title:
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Managing Member
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/s/ Kevin Wyman
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Kevin Wyman
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/s/ Howard Golden
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Howard Golden
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Exhibit Index
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Exhibit
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No.
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Description
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Exhibit 1
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Joint Filing Agreement by and among the Reporting Persons.
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