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
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(Amendment No. 3)*
Biodel Inc.
Common Stock
09064M 10S
December 31, 2009
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. |
09064M 10S |
1 | NAMES OF REPORTING PERSONS. Steiner Ventures, LLC I.R.S. Identification No. of above persons (entities only). 51-0459630 |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Connecticut | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 4,044,266 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
4,044,266 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,044,266 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
16.9% (1) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Notes:
(1) | Based upon 23,883,612 shares of common stock outstanding on December 31, 2009. |
Page 2 of 7 pages
CUSI
P No. |
09064M 10S |
1 | NAMES OF REPORTING PERSONS. Solomon S. Steiner I.R.S. Identification No. of above persons (entities only). |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 4,320,395 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
4,320,395 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,320,395 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
18.1% (1) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Notes:
(1) | Based upon 23,883,612 shares of common stock outstanding on December 31, 2009. |
Page 3 of 7 pages
CUSIP No. 09064M 10S
Item 1(a). | Name of Issuer |
Biodel Inc.
Item 1(b). | Address of Issuers Principal Executive Offices |
100 Saw Mill Road
Danbury, Connecticut 06810
Danbury, Connecticut 06810
Item 2(a). | Name of Person Filing |
(i) Steiner Ventures, LLC, a Connecticut limited liability company; and
(ii) Solomon S. Steiner, who is sole managing member of Steiner Ventures, LLC activities with
respect to shares of Common Stock indirectly beneficially owned by virtue of such position.
Steiner Ventures, LLC and Mr. Steiner are hereinafter collectively referred to as the
Reporting Persons. Any disclosure herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the appropriate party.
Item 2(b). | Address of Principal Business Office or, if none, Residence |
The address of the principal business office of each of the Reporting Persons is 24 Old Wagon
Road, Mt. Kisco, New York 10549.
Item 2(c). | Citizenship |
Steiner Ventures, LLC is organized as a limited liability company under the laws of the State
of Connecticut. Mr. Steiner is a United States citizen.
Item 2(d). | Title of Class of Securities |
Common Stock, par value $0.01 per share (the Common Stock).
Item 2(e). | CUSIP Number |
09064M 10S
Page 4 of 7 pages
Item 3. | 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: |
(a) | o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b) | o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) | o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
(f) | o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
(g) | o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
(h) | o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | o 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); | ||
(j) | o Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
A. | Steiner Ventures, LLC |
(a) | Amount beneficially owned: 4,044,266 shares of Common Stock | ||
(b) | Percent of class: 16.9% The percentages used herein and in the rest of this Schedule 13G are calculated based upon 23,883,612 shares of common stock outstanding on December 31, 2009. | ||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: 0 shares | ||
(ii) | Shared power to vote or to direct the vote: 4,044,266 shares of Common Stock | ||
(iii) | Sole power to dispose or to direct the disposition of: 0 shares | ||
(iv) | Shared power to dispose or to direct the disposition of: 4,044,266 shares of Common Stock |
B. | Solomon S. Steiner |
(a) | Amount beneficially owned: 4,290,209 shares of Common Stock* | ||
(b) | Percent of class: 18.1% | ||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: 0 shares | ||
(ii) | Shared power to vote or to direct the vote: 4,290,209 shares of Common Stock | ||
(iii) | Sole power to dispose or to direct the disposition of: 0 shares | ||
(iv) | Shared power to dispose or to direct the disposition of: 4,290,209 shares of Common Stock |
* | Mr. Steiner beneficially owns options to purchase 276,129 shares of Biodel common stock which are exercisable within 60 days of December 31, 2009. |
Page 5 of 7 pages
Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable
Item 8. | Identification and Classification of Members of the Group |
Not Applicable
Item 9. | Notice of Dissolution of Group |
Not Applicable
Item 10. | Certification |
Not Applicable
Page 6 of 7 pages
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.
February 12, 2010 | ||||
Steiner Ventures, LLC |
||||
By: | /s/ Solomon S. Steiner | |||
Name: | Solomon S. Steiner | |||
Title: | Authorized Person | |||
February 12, 2010 | ||||
/s/ Solomon S. Steiner | ||||
Solomon S. Steiner | ||||
Page 7 of 7 pages