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. 2
Under the Securities Exchange Act of 1934
AspenBio Pharma, Inc.
---------------------
(Name of Issuer)
Common Stock, no par value
--------------------------
(Title of Class of Securities)
045346103
---------
(CUSIP Number)
December 31, 2007
-----------------
(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 the 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 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. 045346103
(1) Name of Reporting Person and I.R.S. Identification No. of Such Person
(entities only)(1)
(a) Roaring Fork Capital SBIC, L.P. ("RFLP")
Taxpayer I.D. No. 71-0953148
(b) Roaring Fork Capital Management, LLC ("RFLLC")
Taxpayer I.D. No. 48-0879110
(c) Eugene C. McColley ("McColley")
(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
(a) Delaware, USA
(b) Colorado, USA
(c) USA
Number of Shares (5) Sole Voting Power: 1,142,857
Beneficially Owned
by Each Reporting (6) Shared Voting Power:
Person with:
(7) Sole Dispositive Power: 1,142,857
(8) Shared Dispositive Power:
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,142,857
(1) Joint filing pursuant to Rule 13D-1(k)(1). The record owner of the
securities of the Issuer is RFLP. This Statement is also being filed on behalf
of RFLLC, which is the sole general partner of RFLP, and McColley who is the
sole Manager of RFLLC and, as a principal of RFLLC, may be deemed to share
indirect beneficial ownership of the securities which RFLLC may beneficially
own. RFLCC and Mr. McColley disclaims beneficial ownership of the reported
securities except to the extent of their pecuniary interests.
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) _______
(11) Percent of Class Represented by Amount in Row (9): 3.7%
(12) Type of Reporting Person (See Instructions):
(a) PN
(b) OO
(c) IN
Item 1. Name and Address of Issuer.
(a)(b) Name and address of principal executive offices of Issuer:
AspenBio, Inc.
1585 South Perry Street
Castle Rock, CO 80104
Item 2.
Roaring Fork Capital SBIC, L.P.
- -------------------------------
(a) Name of person filing:
Roaring Fork Capital SBIC, L.P.
(b) Residence or Business Address:
5350 S. Roslyn St., Ste. 380
Greenwood Village, CO 80111
(c) Citizenship:
Delaware, USA entity
(d) Title and Class of Securities:
Common Stock, no par value
(e) CUSIP Number:
045346103
Roaring Fork Capital Management, LLC
- ------------------------------------
(a) Name of person filing:
Roaring Fork Capital Management, LLC
(b) Residence or Business Address:
5350 S. Roslyn St., Ste. 380
Greenwood Village, CO 80111
(c) Citizenship:
Colorado, USA entity
(d) Title and Class of Securities:
Common Stock, no par value
(e) CUSIP Number:
045346103
Eugene C. McColley
- ------------------
(a) Name of person filing:
Eugene C. McColley
(b) Residence or Business Address:
5350 S. Roslyn St., Ste. 380
Greenwood Village, CO 80111
(c) Citizenship:
Citizen of USA
(d) Title and Class of Securities:
Common Stock, no par value
(e) CUSIP Number:
045346103
Item 3.
N/A
Item 4. Ownership.
(a) Amount beneficially owned: 1,142,857 Shares
(b) Percent of class: 3.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,142,857
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
1,142,857
(iv) Shared power to dispose or to direct the disposition of:
Item 5-9. Ownership of Five Percent or Less of a Class
N/A
Item 10. Certification
The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(c):
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 that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of the Reporting Person's
knowledge and belief, the Reporting Person certifies that the information set
forth in this statement is true, complete and correct.
Date: February 12, 2008 Roaring Fork Capital SBIC, L.P.
By: Roaring Fork Capital Management, LLC,
as General Partner
By: /s/ Eugene C. McColley
----------------------------------
Eugene C. McColley, Managing Member
Roaring Fork Capital Management, LLC
By: /s/ Eugene C. McColley
-----------------------------------
Eugene C. McColley, Managing Member
/s/ Eugene C. McColley
---------------------------------------
Eugene C. McColley, Individually