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
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 4 - Final Amendment)
Under the Securities Exchange Act of 1934
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ImmunoGen, Inc.
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(Name of Issuer)
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Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
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45253H101
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(CUSIP Number)
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December 31, 2010
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(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)
ý Rule 13d-1(c)
¨ 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 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. 45253H101
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13G
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Samana Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
0
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 45253H101
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13G
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Morton Holdings, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
0
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 45253H101
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13G
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip B. Korsant
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
0
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1. (a) Name of Issuer
ImmunoGen, Inc.
Item 1. (b) Address of Issuer’s Principal Executive Offices
830 Winter Street
Waltham, MA 02451
Item 2. (a) Name of Person Filing
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
(i) Samana Capital, L.P. (“SC”);
(ii) Morton Holdings, Inc. (“MH”); and
(iii) Philip B. Korsant.
* Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
Item 2. (b) Address of Principal Business Office or, if None, Residence
Samana Capital, L.P.
35 Ocean Reef Drive
Suite 142
Key Largo, Florida 33037
Morton Holdings, Inc.
35 Ocean Reef Drive
Suite 142
Key Largo, Florida 33037
Philip B. Korsant
35 Ocean Reef Drive
Suite 142
Key Largo, Florida 33037
Item 2. (c) Citizenship
See Item 4 of the attached cover pages.
Item 2. (d) Title of Class of Securities
Common Stock, par value $.01 per share (the “Common Stock”)
Item 2. (e) CUSIP Number
45253H101
Item 3.
Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).
Item 4. Ownership
Item 4 is hereby amended and restated in its entirety as follows:
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(a)
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Amount beneficially owned:
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See Item 9 of the attached cover pages.
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(b)
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Percent of class:
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See Item 11 of the attached cover pages.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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| See Item 5 of the attached cover pages. | ||
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(ii)
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Shared power to vote or to direct the vote:
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See Item 6 of the attached cover pages.
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(iii)
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Sole power to dispose or to direct the disposition:
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See Item 7 of the attached cover pages.
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(iv)
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Shared power to dispose or to direct the disposition:
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See Item 8 of the attached cover pages.
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MH is the general partner of SC, the owner of record of the Common Stock reported herein. Each of MH and Philip B. Korsant may be deemed to beneficially own the Common Stock reported herein as a result of the direct or indirect power to vote or dispose of such stock.
Item 5. Ownership of Five Percent or Less of a Class
Item 5 is hereby amended and restated in its entirety as follows:
The Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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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
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.
Dated: February 14, 2011
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SAMANA CAPITAL, L.P.
By: Morton Holdings, Inc., its general partner
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By:
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/s/ DAVID GRAY
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Name:
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David Gray
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Title:
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Vice President
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MORTON HOLDINGS, INC.
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By:
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/s/ DAVID GRAY
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Name:
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David Gray
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Title:
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Vice President
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/s/ PHILIP B. KORSANT
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Philip B. Korsant
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EXHIBIT A
The undersigned, Samana Capital, L.P., a Delaware limited partnership, Morton Holdings, Inc., a Delaware corporation, and Philip B. Korsant, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: February 14, 2011
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SAMANA CAPITAL, L.P.
By: Morton Holdings, Inc., its general partner
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By:
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/s/ DAVID GRAY
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Name:
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David Gray
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Title:
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Vice President
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MORTON HOLDINGS, INC.
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By:
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/s/ DAVID GRAY
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Name:
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David Gray
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Title:
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Vice President
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/s/ PHILIP B. KORSANT
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Philip B. Korsant
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