UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
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INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
BIOTRANSPLANT INCORPORATED
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
09066Y 10 7
(CUSIP NUMBER)
Hank Gracin, Esq.
Lehman & Eilen LLP
50 Charles Lindbergh Blvd., Suite 505
Uniondale, New York 11553
(516) 222-0888
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATION)
March 10, 2003
--------------------------------
(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 ss.ss.240.13d-1(f) or 240.13d(g), check the
following box: / /
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss. 24013d-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 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. 09066y 10 7 13D/A Page 2 of 9 Pages
1 NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Little Wing, L.P., 13-3778596
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 3,118,692 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 3,118,692 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 3,118,692 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 12.3%
14. TYPE OF REPORTING PERSON*: PN
CUSIP NO. 09066y 10 7 13D/A Page 3 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON :
Tradewinds Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 888,824 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 888,824 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 888,824 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 3.5%
14. TYPE OF REPORTING PERSON*: CO
CUSIP NO. 09066y 10 7 13D/A Page 4 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quilcap Corp., 13-3780878
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 3,118,692 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 3,118,692 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 3,118,692 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 12.3%
14. TYPE OF REPORTING PERSON*: CO
CUSIP NO. 09066y 10 7 13D/A Page 5 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON :
Quilcap International Corp., 13-3868725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 888,824 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 888,824 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 888,824 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 3.5%
14. TYPE OF REPORTING PERSON*: CO
CUSIP NO. 09066y 10 7 13D/A Page 6 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Parker Quillen 100-40-7015
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER: 228,000 shares
8. SHARED VOTING POWER: 4,007,516 shares
9. SOLE DISPOSITIVE POWER: 228,000 shares
10. SHARED DISPOSITIVE POWER: 4,007,516 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 4,007,516 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 15.4%
14. TYPE OF REPORTING PERSON*: IN
CUSIP NO. 09066y 10 7 13D/A Page 7 of 9 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
BIOTRANSPLANT INCORPORATED
Item 5. Interest in Securities of the Issuer of the Schedule 13D Report is
amended as follows:
Item 5. Interest in Securities of the Issuer.
(a) As of March 14, 2003, Little Wing, L.P. beneficially owned
3,118,692 shares of Common Stock constituting approximately 12.3% of the shares
outstanding based on information provided by the Issuer.
Little Wing, L.P. engaged in the following transactions in the
Company's Common Stock during the 60 days prior to the date of this Report:
* On March 5, 2003, purchased 145,000 shares at $.09 per share.
* On March 6, 2003, purchased 49,000 shares at $.09 per share.
* On March 7, 2003, purchased 100,000 shares at $.11 per share.
* On March 10, 2003, purchased 245,650 shares at $.10 per share.
(b) As of March 14, 2003, Tradewinds beneficially owned 888,824 shares
of Common Stock constituting approximately 3.5% of the shares outstanding based
on information provided by the Issuer.
Tradewinds engaged in the following transactions in the Company's
Common Stock during the 60 days prior to the date of this Report:
* On March 5, 2003, purchased 80,000 shares at $.09 per share.
* On March 6, 2003, purchased 51,000 shares at $.09 per share.
* On March 10, 2003, purchased 35,350 shares at $.10 per share.
* On March 12, 2003, purchased 20,000 shares at $.11 per share.
CUSIP NO. 09066y 10 7 13D/A Page 8 of 9 Pages
(c) As of March 14, 2003, Parker Quillen beneficially owned 205,000
shares of Common Stock in his own name, 23,000 shares of Common Stock in the
name of his minor children and, solely by virtue of his position as President of
Quilcap Corp. and Quilcap International, 3,118,692 shares of Common Stock in the
name of Little Wing, and 888,824 shares of Common Stock in the name of
Tradewinds, constituting, in the aggregate, 15.4% of the shares outstanding
based on information provided by the Issuer.
Mr. Quillen engaged in the following transactions in the Company's
Common Stock during the 60 days prior to the date of this Report:
* On November 21, 2002, purchased 100,000 shares at $.36 per share.
* On January 21, 2003, purchased 10,500 shares at $.48 per share.
* On January 21, 2003, purchased 10,500 shares at $.47 per share.
(d) Little Wing, L.P. has the power to vote and dispose of the Common
Shares owned by it, which power may be exercised by Mr. Parker Quillen, as
President of Quilcap Corp., the general partner of Little Wing, L.P. Tradewinds
has the power to vote and dispose of the Common Shares owned by it, which power
may be exercised by Mr. Parker Quillen, as President of Quilcap International,
the investment manager of Tradewinds.
Signatures
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: March 14, 2003
LITTLE WING, L.P. QUILCAP CORP.
By: Quilcap Corp.
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General Partner
By: /s/ Parker Quillen By: /s/ Parker Quillen
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Parker Quillen, President Parker Quillen, President
TRADEWINDS FUND LTD. QUILCAP INTERNATIONAL CORP.
By: Quilcap International Corp.
By: :/s/ Parker Quillen By: : /s/ Parker Quillen
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Parker Quillen, President Parker Quillen, President
/s/ Parker Quillen
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Parker Quillen