UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 6)
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ARDEA
BIOSCIENCES, INC.
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(Name
of Issuer)
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Common
Stock, par value $0.001 per share
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(Title
of Class of Securities)
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03969P107
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(CUSIP
Number)
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Leo
Kirby
667
Madison Avenue, 17th Floor
New
York, NY 10021
(212)
339-5633
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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December
19, 2008
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(Date
of Event which Requires Filing of this Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-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
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
("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).
SCHEDULE
13D
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CUSIP
No. 03969P107
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Page
2
of 6
Pages
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1
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Julian C.
Baker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(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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SOURCE
OF FUNDS (See Instructions)
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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o | |||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
0
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|||
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8
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SHARED
VOTING POWER
5,373,368
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
5,373,368
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,373,368
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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o | |||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.8%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE
13D
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CUSIP
No. 03969P107
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Page
3
of 6
Pages
|
|
1
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Felix J. Baker
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||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a) o
(b) o
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|||
|
3
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SEC
USE ONLY
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||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
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||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
o | |||
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
5,373,368
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
5,373,368
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,373,368
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.8%
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||||
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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This
Amendment No. 6 to Schedule 13D is being filed by Julian C. Baker and Felix J.
Baker (the “Reporting Persons”) to supplement the statements on Schedule 13D
previously filed by them, as heretofore amended. Except as
supplemented herein, such statements, as heretofore amended and supplemented,
remain in full force and effect.
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Item
5.
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Interest
in Securities of the Issuer.
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Set forth
below is the aggregate number of shares of Common Stock held, including shares
that maybe acquired upon exercise of Warrants, as of the date hereof by each of
the following, together with the percentage of outstanding shares of Common
Stock that such number represents based upon 17,834,734 shares outstanding
according to information received from the Company on December 19, 2008. Such
percentage figures are calculated on the basis that the Warrants owned by the
Reporting Persons are deemed exercised into shares of Common Stock but other
outstanding Warrants are not deemed converted or exercised.
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Name
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Number of Shares
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Percent of class
Outstanding
|
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Baker
Bros. Investments, L.P.
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88,893
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0.5%
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Baker
Bros. Investments II, L.P.
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75,388
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0.4%
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667,
L.P.
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1,693,159
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9.4%
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Baker
Brothers Life Sciences, L.P.
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3,341,235
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18.5%
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14159,
L.P.
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74,059
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0.4%
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|
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Baker
Tisch Investments, L.P.
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100,634
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0.6%
|
|
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Total
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5,373,368
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29.8%
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By virtue
of their ownership of entities that have the power to control the investment
decisions of the limited partnerships listed in the table above, Julian C. Baker
and Felix J. Baker may each be deemed to be beneficial owners of shares owned by
such entities and may be deemed to have shared power to vote or direct the vote
of and shared power to dispose or direct the disposition of such
securities.
The
following transactions in Common Stock and Warrants were effected by the
entities noted below during the sixty days preceding the filing of this
statement. All transactions were effected directly with the Company
under a Securities Purchase Agreement dated December 19, 2008 in which the
entities noted above purchased 794,852 shares of common stock and 198,713
warrants as detailed in the table below. The Warrants are exercisable 180
days after the closing of the transaction at an exercise price of $11.14 per
share and expire in five years from the date of grant.
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Exhibit
4.
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Agreement
regarding the joint filing of this
statement.
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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.
December
19, 2008
By: /s/ Julian C. Baker
Julian
C. Baker
By: /s/ Felix J. Baker
Felix
J. Baker