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.
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Number: 3235-0145
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Expires:
February 28, 2009
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Estimated
average burden
hours
per response. . . 14.5
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
NILE
THERAPEUTICS, INC.
(Name
of
Issuer)
COMMON
STOCK, PAR VALUE $0.001
(Title of Class of Securities)
654145
101
(CUSIP Number)
Peter
M.
Kash
c/o
Two
River Group Holdings, LLC
689
5th
Avenue,
12th
Floor
New
York,
NY 10022
(212)
871-7920
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
17, 2007
(Date of Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Page
1 of
6
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CUSIP
No. 654145 101
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Peter
M. Kash
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization: United States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power 1,492,795
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8.
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Shared
Voting Power 496,5891
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9.
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Sole
Dispositive Power 1,492,795
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10.
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Shared
Dispositive Power 496,5891
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person 1,989,3841
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11) 8.25%
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14.
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Type
of Reporting Person (See Instructions)
IN
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1 Includes 496,589 shares of the Issuer’s Common
Stock held by the Reporting Person’s wife as custodian for the benefit of their
minor children under the Uniform Gift to Minors Act. The Reporting Person
disclaims beneficial own
ership over these securities.
Page
2 of
6
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Item
1.
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Security
and Issuer
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The
name of the Issuer is Nile Therapeutics, Inc., a Delaware corporation
(“Issuer”), which has its principal executive offices at 2850 Telegraph
Ave., Berkeley, CA 94705. This statement relates to the Issuer’s common
stock, $0.001 par value per share.
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Item
2.
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Identity
and Background
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This
Schedule 13D is being filed on behalf of:
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(a)
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Peter
M. Kash (the “Reporting Person”)
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(b)
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c/o
Two River Group Holdings, LLC
689
5th
Avenue, 12th
Floor
New
York, NY 10022
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(c)
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The
Reporting Person is the President of Two River Group Management,
LLC
(“TRGM”), a Delaware limited liability company, which is the managing
member of Two River Group Holdings, LLC (“TRGH”), a Delaware limited
liability company. TRGM is in the business of creating companies
to
commercially develop therapeutic compounds to treat human
diseases.
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(d)
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During
the last five years, the Reporting Person has not been (A) convicted
in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or
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| (e) | (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. | |
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(f)
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United
States of America
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Item
3.
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Source
and Amount of Funds or Other Consideration
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The
Reporting Person received the securities covered by this statement
pursuant to an Agreement and Plan of Merger dated August 15, 2007
(the
“Merger
Agreement”),
between SMI Products, Inc. (“SMI”),
Nile Merger Sub., Inc., a Delaware corporation and wholly owned subsidiary
of SMI (“Nile
Merger Sub”),
and Nile Therapeutics, Inc., a Delaware corporation (“Old Nile”),
Nile Merger Sub merged with and into Old Nile, with Old Nile remaining
as
the surviving entity and a wholly owned operating subsidiary of SMI.
This
transaction is referred to throughout this report as
the “Merger.”
The Merger Agreement and the terms and conditions contained therein
are
more fully described in the Issuer’s current reports on Form 8-K filed on
August 17, 2007 and September 21, 2007.
On
September 17, 2007, SMI filed a Certificate of Ownership with the
Secretary of State of the State of Delaware pursuant to which Old
Nile,
SMI’s wholly-owned subsidiary by virtue of the Merger, merged with and
into SMI with SMI remaining as the surviving corporation to that
merger.
In connection with that short-form merger, and as set forth in the
Certificate of Ownership, SMI changed its corporate name to “Nile
Therapeutics, Inc.”
Pursuant
to the Merger Agreement, at the effective time of the Merger, on
September
17, 2007 the Reporting Person exchanged 540,715 shares of common
stock of
Old Nile, par value $0.001 per share for 1,492,795 shares of the
Issuer’s
Common Stock and exchanged warrants to purchase 382 shares of Old
Nile’s
common stock for five year warrants to purchase 1,051 shares of the
Issuer’s Commo
n Stock at an exercise price equal to $2.71 per share. At
the same time, the Reporting Person’s wife exchanged an aggregate of
180,000 shares of Old Nile’s common stock held under the Uniform Gift to
Minors Act for the benefit of their minor children for an aggregate
of
496,589 shares of the Issuer’s Common Stock. The Reporting Person
disclaims beneficial ownership of these
shares.
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Page
3 of
6
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Item
4.
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Purpose
of Transaction
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The
Reporting Person received the securities described in this statement
pursuant to the Merger Agreement described in Item 3 above. In connection
with the Merger, there was a change of control of the Board of Directors
of the Issuer. In connection with such reorganization, the Reporting
Person was appointed to the Board of Directors of the Issuer.
Except
as set forth in this Schedule 13D and the Form 8-K referred to above,
the
Reporting Person has made no proposals, and has entered into no
agreements, which would be related to or would result in any of the
events
or matters described in part (a) through (j) of Item 4 of Schedule
13D.
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Item
5.
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Interest
in Securities of the Issuer
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(a)
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The
Reporting Person may be deemed to be the beneficial owner of 1,989,384
shares of the Issuer’s Common Stock, representing 8.25% of the outstanding
shares of the Issuer’s Common Stock. This number includes 496,589 shares
of the Issuer’s Common Stock held by the Reporting Person’s wife as
custodian for the benefit of their minor children under the Uniform
Gift
to Minors Act. The Reporting Person disclaims beneficial ownership
over
these securities. The Reporting Person does not own any other securities
of the Issuer.
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(b)
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The
Reporting Person has the sole power to vote and dispose of 1,492,791
shares
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(c)
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Except
as disclosed in this 13D, the Reporting Person did not effect any
transactions in the Issuer's securities within the past 60
days.
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(d)
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No
other person is known to have the right to receive or the power to
direct
the receipt of dividends from, or the proceeds from the sale of,
the
Reporting Person's securities.
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(e)
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Not
applicable.
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Page
4 of
6
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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The
Reporting Person will vote his shares in favor of the election of
Mr.
Peter M. Strumph, the Chief Executive Officer of the Issuer, to the
Board
of Directors during the term of Mr. Strumph’s employment with the Issuer.
Except
as disclosed herein and in the current report on Form 8-K filed by
the
issuer on August 17, 2007 and September 21, 2007, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among
the Reporting Person and any other person with respect to any securities
of the issuer, including, but not limited to transfer or voting of
any of
the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits
or
loss, or the giving or withholding of proxies.
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Item
7.
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Material
to Be Filed as Exhibits
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(a)
Agreement and Plan of Merger, dated as of August 15, 2007, by and
among
SMI Products, Inc., a Delaware corporation, Nile Merger Sub, Inc.,
a
Delaware corporation and a wholly-owned subsidiary of SMI, and Nile
Therapeutics, Inc., a Delaware corporation (incorporated by reference
to
Exhibit 2.1 of the Issuer's Current Report on Form 8-K filed on August
17,
2007).
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Page
5 of
6
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.
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Date:
September 25, 2007
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Signature:
/s/ Peter M. Kash
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Name/Title:
Peter M. Kash
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Page
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6