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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SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G/A
(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
(Amendment
No. 1)
QLT
Inc.
(Name of
Issuer)
Common
Shares, no par value
746927102
(CUSIP
Number)
January
30, 2009
(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)
x Rule
13d-1(c)
o Rule
13d-1(d)
*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 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).
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CUSIP
No. 746927102
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SCHEDULE
13G/A
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Page 2
of 11
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(1)
Names of reporting persons
NB Public Equity Komplementar
ApS
|
|
|
(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
Denmark
|
|
|
Number
of shares
beneficially
owned
by
each reporting
person
with:
|
(5)
Sole voting power:
0
|
|
(6)
Shared voting power:
6,513,579
|
|
|
(7)
Sole dispositive power:
0
|
|
|
(8)
Shared dispositive power:
6,513,579
|
|
|
(9)
Aggregate amount beneficially owned by each reporting person:
6,513,579
|
|
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
|
|
|
(11)
Percent of class represented by amount in Row 9:
11.9%
|
|
|
(12)
Type of reporting person (see instructions):
PN
|
|
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CUSIP
No. 746927102
|
SCHEDULE
13G/A
|
Page 3
of 11
|
|
(1)
Names of reporting persons
NB Public Equity K/S
|
|
|
(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
Denmark
|
|
|
Number
of shares
beneficially
owned
by
each reporting
person
with:
|
(5)
Sole voting power:
0
|
|
(6)
Shared voting power:
6,513,579
|
|
|
(7)
Sole dispositive power:
0
|
|
|
(8)
Shared dispositive power:
6,513,579
|
|
|
(9)
Aggregate amount beneficially owned by each reporting person:
6,513,579
|
|
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
|
|
|
(11)
Percent of class represented by amount in Row 9:
11.9%
|
|
|
(12)
Type of reporting person (see instructions):
PN
|
|
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CUSIP
No. 746927102
|
SCHEDULE
13G/A
|
Page
4 of 11
|
|
(1)
Names of reporting persons
Cora Madsen
|
|
|
(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
United States
|
|
|
Number
of shares
beneficially
owned
by
each reporting
person
with:
|
(5)
Sole voting power:
0
|
|
(6)
Shared voting power:
6,513,579
|
|
|
(7)
Sole dispositive power:
0
|
|
|
(8)
Shared dispositive power:
6,513,579
|
|
|
(9)
Aggregate amount beneficially owned by each reporting person:
6,513,579
|
|
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
|
|
|
(11)
Percent of class represented by amount in Row 9:
11.9%
|
|
|
(12)
Type of reporting person (see instructions):
IN
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|
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CUSIP
No. 746927102
|
SCHEDULE
13G/A
|
Page 5
of 11
|
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(1)
Names of reporting persons
Christian Hansen
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|
|
(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
Denmark
|
|
|
Number
of shares
beneficially
owned
by
each reporting
person
with:
|
(5)
Sole voting power:
0
|
|
(6)
Shared voting power:
6,513,579
|
|
|
(7)
Sole dispositive power:
0
|
|
|
(8)
Shared dispositive power:
6,513,579
|
|
|
(9)
Aggregate amount beneficially owned by each reporting person:
6,513,579
|
|
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
|
|
|
(11)
Percent of class represented by amount in Row 9:
11.9%
|
|
|
(12)
Type of reporting person (see instructions):
IN
|
|
|
CUSIP
No. 746927102
|
SCHEDULE
13G/A
|
Page 6
of 11
|
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(1)
Names of reporting persons
Florian Schönharting
|
|
|
(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
Denmark
|
|
|
Number
of shares
beneficially
owned
by
each reporting
person
with:
|
(5)
Sole voting power:
0
|
|
(6)
Shared voting power:
6,513,579
|
|
|
(7)
Sole dispositive power:
0
|
|
|
(8)
Shared dispositive power:
6,513,579
|
|
|
(9)
Aggregate amount beneficially owned by each reporting person:
6,513,579
|
|
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
|
|
|
(11)
Percent of class represented by amount in Row 9:
11.9%
|
|
|
(12)
Type of reporting person (see instructions):
IN
|
|
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CUSIP
No. 746927102
|
SCHEDULE
13G/A
|
Page 7
of 11
|
Item
1.
(a)
Name of Issuer:
QLT Inc.
(b)
Address of Issuer’s Principal Executive Offices:
887 Great Northern Way,
Suite 101
Vancouver, B.C.
Canada, V5T 4 T5
Item
2.
(a)
Name of Person Filing:
This Schedule 13G/A is filed on behalf
of the following persons (the “Reporting Persons”):
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(i)
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NB
Public Equity Komplementar ApS
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(ii)
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NB
Public Equity K/S
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|
(iii)
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Cora
Madsen
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(iv)
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Christian
Hansen
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(v)
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Florian
Schönharting
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(b)
Address or Principal Business Office or, if none, Residence:
The
business address for each of the Reporting Persons is Oestergade 5, 3rd floor,
DK-1100, Copenhagen K, Denmark.
(c)
Citizenship:
See Item 4 of the attached cover
pages.
(d)
Title of Class of Securities:
Common Shares, no par
value
(e)
CUSIP Number:
746927102
Item
3.
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13(d)-2(b) or (c),
check whether the person filing is a:
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(a)
|
[ ]
Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o);
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|
(b)
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[ ]
Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c);
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(c)
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[ ]
Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c);
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(d)
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[ ] Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8);
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(e)
|
[ ]
An investment adviser in accordance with§
240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
An employee benefit plan or endowment fund in accordance with§
240.13d-1(b)(1)(ii)(F);
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(g)
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[ ] A parent
holdingcompany or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment
Company Act (15 U.S.C.
80a-3);
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(j)
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[ ]
A non-U.S. institution in accordance with§
240.13d-1(b)(1)(ii)(J);
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(k)
|
[ ]
Group,
in accordance with §
240.13d-1(b)(1)(ii)(K).
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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.
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CUSIP
No. 746927102
|
SCHEDULE
13G/A
|
Page 8
of 11
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(a)
Amount beneficially owned:
NB Public
Equity Komplementar ApS is the beneficial owner of an aggregate of
6,513,579
(1) Common Shares.
NB Public
Equity K/S is the beneficial owner of an aggregate of 6,513,579 (2)
Common Shares.
Cora
Madsen is the beneficial owner of an aggregate of 6,513,579 (3)
Common Shares.
Christian
Hansen is the beneficial owner of an aggregate of 6,513,579 (4)
Common Shares.
Florian
Schönharting is the beneficial owner of an aggregate of 6,513,579 (5)
Common Shares.
(b) Percent of class:
(6)
The
amount beneficially owned by NB Public Equity Komplementar ApS represents
approximately 11.9% of the total issued and outstanding shares of Common
Shares.
The
amount beneficially owned by NB Public Equity K/S represents approximately 11.9%
of the total issued and outstanding shares of Common Shares.
The
amount beneficially owned by Cora Madsen represents approximately 11.9% of the
total issued and outstanding shares of Common Shares.
The
amount beneficially owned by Christian Hansen represents approximately 11.9% of
the total issued and outstanding shares of Common Shares.
The
amount beneficially owned by Florian Schönharting represents approximately 11.9%
of the total issued and outstanding shares of Common Shares.
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or direct the vote
NB Public
Equity Komplementar ApS has the sole power to vote or direct the vote of 0
shares.
NB Public
Equity K/S has the sole power to vote or direct the vote of 0
shares.
Cora
Madsen has the sole power to vote or direct the vote of 0 shares.
Christian
Hansen has the sole power to vote or direct the vote of 0 shares.
Florian
Schönharting has the sole power to vote or direct the vote of 0
shares.
(ii)
Shared power to direct the vote
NB Public
Equity Komplementar ApS has the shared power to vote or direct the vote
of 6,513,579 shares.
NB Public
Equity K/S has the shared power to vote or direct the vote of 6,513,579 shares.
Cora
Madsen has the shared power to vote or direct the vote of 6,513,579 shares.
Christian
Hansen has the shared power to vote or direct the vote of 6,513,579 shares.
Florian
Schönharting has the shared power to vote or direct the vote of 6,513,579 shares.
(iii)
Sole power to dispose or direct the disposition of
NB Public
Equity Komplementar ApS has the sole power to dispose or direct the disposition
of 0 shares.
NB Public
Equity K/S has the sole power to dispose or direct the disposition of 0
shares.
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CUSIP
No. 746927102
|
SCHEDULE
13G/A
|
Page 9
of 11
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Cora
Madsen has the sole power to dispose or direct the disposition of 0
shares.
Christian
Hansen has the sole power to dispose or direct the disposition of 0
shares.
Florian
Schönharting has the sole power to dispose or direct the disposition of 0
shares.
(iv)
Shared power to dispose of to direct the disposition of
NB Public
Equity Komplementar ApS has the shared power to dispose or direct the
disposition of 6,513,579 shares.
NB Public
Equity K/S has the shared power to dispose or direct the disposition of
6,513,579 shares.
Cora
Madsen has the shared power to dispose or direct the disposition of
6,513,579 shares.
Christian
Hansen has the shared power to dispose or direct the disposition of
6,513,579 shares.
Florian
Schönharting has the shared power to dispose or direct the disposition of
6,513,579 shares.
_____________
(1) NB
Public Equity Komplementar ApS (the “General Partner”) is the general partner of
NB Public Equity K/S (the “Fund.”). The General Partner has no
ownership share in the Fund, but is entitled to a management fee for the
services provided to the Fund. By reason of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (“Rule 13d-3”), the
General Partner may be deemed to be the beneficial owner of the securities held
by the Fund.
(2) The
Fund is the beneficial owner of 6,513,579 shares. The
Fund is a limited partnership, and the General Partner is its general
partner.
(3) Cora
Madsen is a director of the General Partner and in this capacity has the legal
power to vote or dispose of the Common Shares beneficially owned by the
Fund. Therefore, by reason of Rule 13d-3 Ms. Madsen may be deemed to
be the beneficial owner of securities held by the Fund. Ms. Madsen
has no ownership interest, either direct or indirect, in the General
Partner.
(4)
Christian Hansen is a director in Nordic Biotech Advisors ApS, which owns 100%
of the shares of the General Partner and is an indirect investor in a limited
partner of the Fund. As such, he may be deemed under Rule 13d-3 to be
a beneficial owner of the securities held by the Fund.
(5)
Florian Schönharting is a director in Nordic Biotech Advisors ApS, which owns
100% of the shares of the General Partner and is an indirect investor in a
limited partner of the Fund. As such, he may be deemed under Rule
13d-3 to be a beneficial owner of the securities held by the Fund.
(6)
Assuming 54,620,328 shares of Common Shares were outstanding as of January 30,
2009, based solely upon the 10-Q filed by QLT Inc. on November 7, 2008 and
Amendment No. 4 to Schedule TO-I filed by QLT, Inc. on January 30,
2009.
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 has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following o.
Item 6. Ownership of More than 5 Percent on
Behalf of Another Person
If any
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, such securities, a
statement to that effect should be included in response to this item and, if
such interest relates to more than 5 percent of the class, such person should be
identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
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CUSIP
No. 746927102
|
SCHEDULE
13G/A
|
Page 10
of 11
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N/A
Item 7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
If a
parent holding company or control person has filed this schedule, pursuant to
Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
N/A
Item 8. Identification and Classification of
Members of the Group
If a
group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
Item 9. Notice of Dissolution of
Group
Notice of
dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
N/A
Item 10.
Certifications
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 are not held in connection with or as a participant in any
transaction having that purpose or effect.
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CUSIP
No. 746927102
|
SCHEDULE
13G/A
|
Page 11
of 11
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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:
February 5, 2009
|
NB
PUBLIC EQUITY KOMPLEMENTAR ApS
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||||
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By:
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/s/ Cora Madsen | |||
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Name:
Cora Madsen
|
||||
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Title:
Director
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||||
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NB
PUBLIC EQUITY K/S
|
||||
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By:
|
NB
PUBLIC EQUITY KOMPLEMENTAR ApS,
|
|||
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its
general partner
|
||||
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By:
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/s/ Cora Madsen | |||
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Name:
|
Cora
Madsen
|
|||
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Title:
|
Director
|
|||
| /s/ Cora Madsen | ||||
|
Cora
Madsen
|
||||
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/s/
Christian Hansen
|
||||
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Christian
Hansen
|
||||
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/s/
Florian Schönharting
|
||||
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Florian
Schönharting
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