Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 11)
Under
the Securities Exchange Act of 1934
Manhattan Pharmaceuticals,
Inc.
Common
Stock, par value $0.001 per share
(Title of Class of
Securities)
563118207
CUSIP
Number
March 8,
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 on 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).
Continued
on following pages
Page 1 of
5 Pages
SCHEDULE
13G
CUSIP
No. 563118207
Page 2 of
5
|
1
|
Names
of Reporting Persons
|
I.R.S.
Identification Nos. of above persons (entities only)
LINDSAY
A. ROSENWALD, M.D.
|
2
|
Check
the Appropriate Box If a Member of a Group
*
|
a. [ ]
b. [ ]
|
3
|
SEC
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
UNITED
STATES
|
5
|
Sole
Voting Power
|
|
|
Number
of
Shares
|
11,104,340
|
|
|
Beneficially
Owned
By
Each
|
6
|
Shared
Voting Power
113
|
|
Reporting
Person
With
|
7
|
Sole
Dispositive Power
11,104,340
|
|
8
|
Shared
Dispositive Power
|
|
|
113
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
11,104,453
(See Item 4)
|
10
|
Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares
*
|
[ ]
|
11
|
Percent
of Class Represented By Amount in Row
(9)
|
9.99%
(See Item 4)
|
12
|
Type
of Reporting Person *
|
IN
* see
instructions before filling out
Page 3 of
5
|
Item
1(a)
|
Name
of Issuer:
|
Manhattan Pharmaceuticals, Inc.
(the “Issuer”)
|
Item
1(b)
|
Address
of the Issuer’s Principal Executive
Offices:
|
48 Wall
Street, Suite 1100
New York,
NY 10005
|
Item
2(a)
|
Name
of Person Filing:
|
Lindsay A. Rosenwald, M.D. (the
"Reporting Person").
|
Item
2(b)
|
Address
of Principal Business Office or, if None,
Residence:
|
c/o
Paramount BioSciences, LLC
787
Seventh Avenue, 48th Floor
New York,
NY 10036
|
Item
2(c)
|
Citizenship:
|
United
States.
|
Item
2(d)
|
Title
of Class of Securities:
|
Common Stock (the
“Shares”).
|
Item
2(e)
|
CUSIP
Number:
|
563118207
|
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
This Item 3 is not
applicable.
|
Item
4.
|
Ownership:
|
|
Item
4(a)
|
Amount
Beneficially Owned:
|
Immediately
following consummation of the merger between Ariston Pharmaceuticals, Inc. and
the Issuer on March 8, 2010, the Reporting Person beneficially
owned 11,104,453 Shares, consisting of (i) 6,920,516 Shares held directly
by the Reporting Person; (ii) 45,251 shares held by Paramount Biosciences, LLC,
of which the Reporting Person is the sole member; (iii) 4,138,573 Shares to
be held directly by the Reporting Person upon the exercise of warrants; (iv) 80
Shares held by the Reporting Person’s wife, over which Shares the Reporting
Person may be deemed to have sole voting and dispositive power, although the
Reporting Person disclaims beneficial ownership of such
Page 4 of
5
Shares
except with regard to his pecuniary interest therein, if any; and (v) 33 Shares
held by the Reporting Person’s children, over which Shares the Reporting Person
may be deemed to have sole voting and dispositive power, although the Reporting
Person disclaims beneficial ownership of such Shares except with regard to his
pecuniary interest therein, if any. All such shares represent
beneficial ownership of approximately 9.99% of the shares of Common Stock, based
on (i) 107,017,120 shares of Common Stock issued and outstanding as of March 3,
2010, and (ii) 4,138,573 shares of Common Stock issuable upon exercise of
certain warrants held by the Reporting Person. The foregoing excludes
an aggregate of 2,181,590 shares of Common Stock issuable upon exercise of a
warrant held by the Reporting Person because such warrant contains a blocker
provision under which the holder thereof does not have the right to exercise
such warrant to the extent that such exercise would result in beneficial
ownership by the holder thereof, together with its affiliates and any other
person whose beneficial ownership of Common Stock would be aggreagetd with the
Reporting Person’s for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, of more than 9.99% of the shares of Common Stock
outstanding after giving effect to such exercise. Without such
blocker provision, the Reporting Person would be deemed to beneficially own
13,286,043 shares of Common Stock.
|
Item
4(b)
|
Percent
of Class:
|
See Item
11 of the cover page.
|
Item
4(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or direct the vote:
|
Please
see Item 5 of the cover page.
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
Please
see Item 6 of the cover page.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
Please
see Item 7 of the cover page.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
Please
see Item 8 of the cover page.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
This Item
5 is not applicable.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
See Item
4 Above.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company:
|
This Item
7 is not applicable.
Page
5 of 5
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
This Item
8 is not applicable.
|
Item
9.
|
Notice
of Dissolution of Group:
|
This Item
9 is 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 a
participant in any transaction having such purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
|
March
11, 2010
|
|
|
/s/Lindsay A.
Rosenwald, M.D.
|
|
|
Lindsay
A. Rosenwald, M.D.
|
|