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
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Amendment No. 1
(RULE
13D-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13D-2(A)
Adherex
Technologies Inc.
COMMON
STOCK, $0.001 PAR VALUE PER SHARE
(TITLE
OF CLASS OF SECURITIES)
00686R200
(CUSIP
NUMBER)
Robert
W. Butts
1
Burton Hills Boulevard, Suite 140
Nashville,
TN 37215
615-665-0413
(NAME,
ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
September
3, 2010
(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 WHICH IS
THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE
BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE FOLLOWING
BOX
o.
NOTE: SCHEDULES FILED
IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE
COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE
13D-7 FOR OTHER
PARTIES TO WHOM COPIES ARE TO BE SENT.
* 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
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).
SCHEDULE
13D
CUSIP NO
---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert
W. Butts
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (A) o
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(B) o
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL o
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION USA
---------------------------------------------------------------------
NUMBER OF SHARES
(7) SOLE VOTING POWER
BENEFICIALLY 83,008,000
OWNED BY EACH
REPORTING PERSON ----------------------------------------------
WITH
(8) SHARED VOTING POWER
----------------------------------------------
(9) SOLE DISPOSITIVE POWER
----------------------------------------------
(10) SHARED DISPOSITIVE POWER
---------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 83,008,000
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) o
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
---------------------------------------------------------------------
CUSIP
No. 00686R200
This
Amendment No.1 (this “Amendment”) to Schedule 13D relates to warrants (the
“Warrants”) to purchase shares of common stock (the “Common Stock”) of Adherex
Technologies, a Canadian corporation (the “Issuer”).
This
Amendment is being filed to report a change in the amount of securities
beneficially owned by the Reporting Person. This Amendment modifies
the original Schedule 13D filed by the Reporting Person on June 14,
2010.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of
the Schedule 13D is hereby amended and restated as follows:
(a)
The Reporting Person beneficially owns 41,504,000 shares of Common Stock
and 41,504,000 Warrants to purchase shares of Common Stock, which represents
20.3% of the Issuer’s outstanding shares of Common Stock, which such percentage
was calculated by dividing (i) 83,008,000, the number of shares of Common
Stock and Warrants beneficially owned by the Reporting Person by
(ii) 409,797,451 shares of Common Stock, the number of shares of Common
Stock issued and outstanding as reported to the Reporting Persons by the Issuer
on May 13, 2010, plus the number of Warrants beneficially owned by the Reporting
Person.
(b) The
Reporting Person has the power to vote and dispose of the 41,504,000 shares of
Common Stock and would have the power to vote and dispose of the Common Stock
underlying the 41,504,000 Warrants, pending their conversion.
(c) On
June 9, 2010, the Reporting Person acting purchased 41,504,000 units. Each unit
consists of one common share and one unregistered
warrants. The purchase price of each unit was CDN
$0.03. The Reporting Person already reported the purchase of the
Common Stock in this transaction on Schedule 13D, dated June 14, 2010. However,
at the time of such filing, the Reporting Person was not deemed to be the
beneficial owner of the Common Stock underlying the Warrants, pursuant to Rule
13d-3(d)(1)(i), since the Warrants may not be exercised until October 30, 2010.
The Reporting Person is now deemed to have beneficial ownership of the Common
Stock underlying the Warrants, pursuant to Rule 13d-3(d)(1)(i), and accordingly,
have reported the Warrants in this Amendment.
(d) Not
applicable.
(e) Not
applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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.
|
DATED: September
3, 2010
|
By:
|
/S/ Robert W. Butts | |