SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Biotransplant Incorporated
-----------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
09066Y107
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(CUSIP Number)
December 31, 2001
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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)
[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).
CUSIP No. 09066Y107
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Rho Capital Partners, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
863,770 Shares (includes warrants to purchase 35,304 Shares)
6 SHARED VOTING POWER
0 Shares
7 SOLE DISPOSITIVE POWER
863,770 Shares (includes warrants to purchase 35,304 Shares)
8 SHARED DISPOSITIVE POWER
0 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,770 Shares (includes warrants to purchase 35,304 Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO/IA
CUSIP No. 09066Y107
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Joshua Ruch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
863,770 Shares (includes warrants to purchase 35,304 Shares)
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
863,770 Shares (includes warrants to purchase 35,304 Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,770 Shares (includes warrants to purchase 35,304
Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 09066Y107
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Habib Kairouz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
863,770 Shares (includes warrants to purchase 35,304
Shares)
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
863,770 Shares (includes warrants to purchase 35,304
Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,770 Shares (includes warrants to purchase 35,304
Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 09066Y107
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Mark Leschly
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Denmark
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
863,770 Shares (includes warrants to purchase 35,304
Shares)
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
863,770 Shares (includes warrants to purchase 35,304
Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,770 Shares (includes warrants to purchase 35,304
Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
This Amendment No. 2 to Schedule 13G for for Biotransplant Incorporated,
a Delaware corporation (the "Company"), amends a Schedule 13G, originally
dated December 31, 1996, as amended December 31, 2000, with respect to the
Common Stock, par value $0.01 per share (the "Shares"), of the Company
beneficially owned by Rho Capital Partners, Inc., Joshua Ruch, Habib Kairouz
and Mark Leschly, as follows below. This Amendment is filed to amend Items
2(a), 2(b), 2(c), 4 and 5, as of December 31, 2001, as contained in the
statement on Schedule 13G as most recently amended.
Item 1. No amendment
Item 2. Identity of Persons Filing.
(a) This Statement is being filed by Rho Capital Partners, Inc.
(formerly known as Rho Management Company, Inc., hereinafter "Rho"), a New
York corporation, and its shareholders Joshua Ruch, Habib Kairouz and Mark
Leschly. Rho serves as investment advisor to a number of investment vehicles,
and in such capacity may be deemed to exercise investment and voting control
over Shares registered in the names of such vehicles. Joshua Ruch, Habib
Kairouz and Mark Leschly may be deemed to have shared authority over the
Shares reported by Rho herein.
(b)-(c) Rho is a New York corporation, with its address at 152 West
57th Street, 23rd Floor, New York, New York 10019.
Mr. Ruch is a citizen of the Republic of South Africa, with his address
c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019.
Mr. Kairouz is a citizen of Canada, with his address c/o Rho, 152 West
57th Street, 23rd Floor, New York, New York 10019.
Mr. Leschly is a citizen of the Kingdom of Denmark, with his address c/o
Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019.
Items 2(d) - 3. No amendment.
Item 4. Ownership
See cover page for each reporting person.
As the ultimate holder of voting and investment authority over the
Shares owned by its investment advisory clients, Rho may be deemed, for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
to be the beneficial owner of 863,770 Shares reported hereby, constituting
4.1% of the Company's outstanding shares reported as of the date of the
Company's most recently filed Form 10-Q.
As stockholders of Rho, Joshua Ruch, Habib Kairouz and Mark Leschly may
be deemed to share investment and voting control over the Shares reported
herein by Rho. Accordingly, each of Messrs. Ruch, Kairouz and Leschly may be
deemed to be the beneficial owner of the 863,770 Shares reported by Rho
hereunder, constituting 4.1% of the Company's shares outstanding as of the
date of the Company's most recently filed Form 10-Q.
Other than Shares in which they have a pecuniary interest, each of
Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares
reported by this Statement.
Item 5. Ownership of 5 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]
Items 6. - 9. No amendment.
Item 10. Certifications
By signing below each signatory hereby certifies that, to the best of his
or its 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 13, 2002.
RHO CAPITAL PARTNERS, INC.
By: /s/ Joshua Ruch
--------------------------
Name: Joshua Ruch
Title: President
JOSHUA RUCH
/s/ Joshua Ruch
--------------------------
Name: Joshua Ruch
HABIB KAIROUZ
/s/ Habib Kairouz
--------------------------
Name: Habib Kairouz
MARK LESCHLY
/s/ Mark Leschly
--------------------------
Name: Mark Leschly