UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
XOMA Ltd.
(Name of Issuer)
Common Shares, $.0005 par value
(Title of Class of Securities)
| G9825R107 (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:
¨ Rule 13d-1(b)
x 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 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).
Page 1 of 9 pages
| CUSIP No. G9825R107 |
| 1. | Names of Reporting Persons.
QVT Financial LP
I.R.S. Identification Nos. of above persons (entities only). |
|||
| 11-3694008 | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) ¨ | ||||
| (b) x | ||||
| 3. | SEC Use Only | |||
| 4. | Citizenship or Place of Organization | |||
| Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power | |
| 0 | ||
| 6. Shared Voting Power | ||
| 6,218,832 shares | ||
| 7. Sole Dispositive Power | ||
| 0 | ||
| 8. Shared Dispositive Power | ||
| 6,218,832 shares |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 6,218,832 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) | |||
| 5.85% | ||||
| 12. | Type of Reporting Person (See Instructions) | |||
| PN | ||||
Page 2 of 9 pages
| CUSIP No. G9825R107 |
| 1. | Names of Reporting Persons.
QVT Financial GP LLC
I.R.S. Identification Nos. of above persons (entities only). |
|||
| 11-3694007 | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) ¨ | ||||
| (b) x | ||||
| 3. | SEC Use Only | |||
| 4. | Citizenship or Place of Organization | |||
| Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power | |
| 0 | ||
| 6. Shared Voting Power | ||
| 6,218,832 shares | ||
| 7. Sole Dispositive Power | ||
| 0 | ||
| 8. Shared Dispositive Power | ||
| 6,218,832 shares |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 6,218,832 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) | |||
| 5.85% | ||||
| 12. | Type of Reporting Person (See Instructions) | |||
| OO | ||||
Page 3 of 9 pages
| CUSIP No. G9825R107 |
| 1. | Names of Reporting Persons.
QVT Fund LP
I.R.S. Identification Nos. of above persons (entities only). |
|||
| 98-0415217 | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) ¨ | ||||
| (b) x | ||||
| 3. | SEC Use Only | |||
| 4. | Citizenship or Place of Organization | |||
| Cayman Islands | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power | |
| 0 | ||
| 6. Shared Voting Power | ||
| 5,259,063 shares | ||
| 7. Sole Dispositive Power | ||
| 0 | ||
| 8. Shared Dispositive Power | ||
| 5,259,063 shares |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 5,259,063 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) | |||
| 4.98% | ||||
| 12. | Type of Reporting Person (See Instructions) | |||
| PN | ||||
Page 4 of 9 pages
| CUSIP No. G9825R107 |
| 1. | Names of Reporting Persons.
QVT Associates GP LLC
I.R.S. Identification Nos. of above persons (entities only). |
|||
| 01-0798253 | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) ¨ | ||||
| (b) x | ||||
| 3. | SEC Use Only | |||
| 4. | Citizenship or Place of Organization | |||
| Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power | |
| 0 | ||
| 6. Shared Voting Power | ||
| 5,259,063 shares | ||
| 7. Sole Dispositive Power | ||
| 0 | ||
| 8. Shared Dispositive Power | ||
| 5,259,063 shares |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 5,259,063 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) | |||
| 4.98% | ||||
| 12. | Type of Reporting Person (See Instructions) | |||
| OO | ||||
Page 5 of 9 pages
| Item 1 | (a). |
Name of Issuer | ||||||||||
| XOMA Ltd. (the “Issuer”) | ||||||||||||
| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices | ||||||||||
| The address of the Issuer’s principal executive offices is:
2910 Seventh Street, Berkeley, California 94710, United States |
||||||||||||
| Item 2 | (a). |
Name of Person Filing | ||||||||||
| Item 2 | (b). |
Address of Principal Business Office or, if none, Residence | ||||||||||
| Item 2 | (c). |
Citizenship | ||||||||||
| QVT Financial LP 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Partnership
QVT Financial GP LLC 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Liability Company
QVT Fund LP Walkers SPV, Walkers House P.O. Box 908GT Mary Street George Town, Grand Cayman, Cayman Islands Cayman Islands Limited Partnership
QVT Associates GP LLC 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Liability Company |
||||||||||||
| Item 2 | (d). |
Title of Class of Securities | ||||||||||
| Common Shares, $0.0005 par value (the “Common Shares”). | ||||||||||||
| Item 2 | (e). |
CUSIP Number | ||||||||||
| The CUSIP number of the Common Shares is G9825R107. | ||||||||||||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||||||||
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||||||||
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||||||||
| (j) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(J). | ||||||||||
Page 6 of 9 pages
| Item 4. | Ownership. | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”), which beneficially owns 5,259,063 Common Shares, consisting of 1,201,844 Common Shares and an additional 4,057,219 Common Shares issuable upon conversion of the Issuer’s convertible notes. QVT Financial is also the investment manager for a separate discretionary account managed for Deutsche Bank AG (the “Separate Account”), which holds 959,769 Common Shares, consisting of 204,154 Common Shares and an additional 755,615 Common Shares issuable upon conversion of the Issuer’s convertible notes. QVT Financial has the power to direct the vote and disposition of the Common Shares held by the Fund and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 6,218,832 Common Shares, consisting of the shares owned by the Fund and the shares held in the Separate Account.
QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of Common Shares reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Fund, may be deemed to beneficially own the same number of Common Shares reported by the Fund.
Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of the shares owned by the Fund and the shares held in the Separate Account. QVT Associates GP LLC disclaims beneficial ownership of all Common Shares owned by the Fund, except to the extent of its pecuniary interest therein. |
||||||||||
| (b) | Percent of class: | |||||||||
| See Item 11 of the Cover Pages to this Schedule 13G. | ||||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| See item (a) above. | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| See item (a) above. | ||||||||||
| 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 five percent of the class of securities, check the following…..x.
QVT Fund LP and QVT Associates GP LLC have ceased to be the beneficial owner of more than five percent of the Common Stock. |
||||||||||
| 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 | |||||||||
| 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. | ||||||||||
Page 7 of 9 pages
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 13, 2007
| QVT Financial LP | QVT Fund LP | |||||||
| By QVT Financial GP LLC, its General Partner |
By QVT Associates GP LLC, its General Partner | |||||||
| By: | /s/ Nicholas Brumm |
By: | /s/ Nicholas Brumm | |||||
| Name: | Nicholas Brumm | Name: | Nicholas Brumm | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
| By: | /s/ Tracy Fu |
By: | /s/ Tracy Fu | |||||
| Name: | Tracy Fu | Name: | Tracy Fu | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
| QVT Financial GP LLC | QVT Associates GP LLC | |||||||
| By: | /s/ Nicholas Brumm |
By: | /s/ Nicholas Brumm | |||||
| Name: | Nicholas Brumm | Name: | Nicholas Brumm | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
| By: | /s/ Tracy Fu |
By: | /s/ Tracy Fu | |||||
| Name: | Tracy Fu | Name: | Tracy Fu | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
Page 8 of 9 pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 13, 2007
| QVT Financial LP | QVT Fund LP | |||||||
| By QVT Financial GP LLC, | By QVT Associates GP LLC, | |||||||
| its General Partner | its General Partner | |||||||
| By: | /s/ Nicholas Brumm |
By: | /s/ Nicholas Brumm | |||||
| Name: | Nicholas Brumm | Name: | Nicholas Brumm | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
| By: | /s/ Tracy Fu |
By: | /s/ Tracy Fu | |||||
| Name: | Tracy Fu | Name: | Tracy Fu | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
| QVT Financial GP LLC | QVT Associates GP LLC | |||||||
| By: | /s/ Nicholas Brumm |
By: | /s/ Nicholas Brumm | |||||
| Name: | Nicholas Brumm | Name: | Nicholas Brumm | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
| By: | /s/ Tracy Fu |
By: | /s/ Tracy Fu | |||||
| Name: | Tracy Fu | Name: | Tracy Fu | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
Page 9 of 9 pages