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"
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- Peter Lynch
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UNITED
STATES
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(b)
(Amendment
No. 19)1
Advanced
Magnetics, Inc.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
00753P
10 3
(CUSIP
Number)
December
31, 2006
(Date
of
Event which Requires Filing of this Statement)
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)
|
|
|
x
|
Rule
13d-1(d)
|
____________________
1
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
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).
|
1
|
Name
of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities
Only)
Marlene
Kaplan Goldstein
|
||
|
2
|
Check
the Appropriate Box If a Member of a Group (a) ¨
(See
Instructions
) (b)
¨
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||
|
3
|
SEC
Use Only
|
||
|
4
|
Citizenship
or Place of Organization
United
States of America
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
130,108
|
|
|
6
|
Shared
Voting Power
270,852
|
||
|
7
|
Sole
Dispositive Power
130,108
|
||
|
8
|
Shared
Dispositive Power
270,852
|
||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
400,960
|
||
|
10
|
Check
If the Aggregate Amount in Row (9) Excludes Certain Shares
X
(See
Instructions)
|
||
|
11
|
Percent
of Class Represented by Amount in Row (9)
2.9%
|
||
|
12
|
Type
of Reporting Person (See
Instructions)
IN
|
||
-2-
Item
1.
(a)
Name
of issuer:
Advanced
Magnetics, Inc.
(b)
Address of Issuer’s Principal Executive Offices:
125
CambridgePark Drive, 6th
Floor
Cambridge,
MA 02140
Item
2.
(a)
Name
of Person Filing:
Marlene
Kaplan Goldstein
(b)
Address of Principal Business Office or, if None, Residence:
c/o
Advanced Magnetics, Inc.
125
CambridgePark Drive, 6th
Floor
Cambridge,
MA 02140
(c)
Citizenship:
United
States of America
(d)
Title of Class of Securities:
Common
Stock, $.01 par value per share
(e)
CUSIP Number:
00753P
10 3
Item
3. If
the Statement is being filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the filing person is a:
|
(a)
|
o
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Broker
or dealer registered under Section 15 of the Exchange
Act;
|
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(b)
|
o
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Bank
as defined in Section 3(a)(6) of the Exchange Act;
|
|
(c)
|
o
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
|
|
(d)
|
o
|
Investment
company registered under Section 8 of the Investment Company
Act;
|
|
(e)
|
o
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
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(f)
|
o
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
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(g)
|
o
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
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(h)
|
o
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
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(i)
|
o
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A
church plan that is excluded from the definiti
on of an investment
company
under Section 3(c)(14)
of the Investment Company Act;
|
|
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||
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(j)
|
o
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
-3-
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of
the
class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned: 400,960. This amount consists of: (a) 30,400 shares held
by
the Kaplan Goldstein Family Foundation, a charitable foundation whose trustees
are Jerome Goldstein, Marlene Kaplan Goldstein, and Mr. and Mrs. Goldstein’s
adult children, each of whom share voting and investment power; and (b) 240,452
shares held in Ms. Goldstein’s spouse’s grantor retained annuity trust, for
which Ms. Goldstein is one of trustees and has shared voting and investment
power. This amount does not include (a) 94,165 shares held directly by Ms.
Goldstein’s spouse; or (b) 240,452 shares held in Ms. Goldstein’s grantor
retained annuity trust, for which Ms. Goldstein’s spouse is one of the trustees.
Ms. Goldstein disclaims beneficial ownership of shares held by her
spouse.
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(b)
|
Percent
of class: 2.9% (based on 14,065,663 shares of Common Stock reported
by the
Company’s transfer agent as outstanding at the close of business on
December 31, 2006).
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||
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(c)
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Number
of shares as to which such person has:
|
||
|
(i)
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Sole
power to vote or direct the vote:
|
130,108
|
|
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(ii)
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Shared
power to vote or direct the vote:
|
270,852
|
|
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(iii)
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Sole
power to dispose or to direct the disposition of:
|
130,108
|
|
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(iv)
|
Shared
power to dispose or to direct the disposition of:
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270,852
|
|
Item
5. Ownership
of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof
the
reporting person had ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [X].
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 or Control
Person.
|
Not
applicable.
Item
8. Identification
and Classification of Members of the Group.
Not
applicable.
Item
9. Notice
of Dissolution of Group.
Not
applicable.
-4-
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 that purpose or effect.
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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February
8, 2007
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|
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(Date)
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|
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/s/
Marlene Kaplan Goldstein
|
|
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(Signature)
|
|
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Marlene
Kaplan Goldstein
|
|
|
(Name/Title)
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Attention.
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See
18
U.S.C. 1001)
-5-