UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. 3)1
|
Nektar
Therapeutics
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.0001 per share
|
|
(Title
of Class of Securities)
|
|
640268108
|
|
(CUSIP
Number)
|
|
December
31, 2009
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
1 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. 640268108
|
1
|
NAME
OF REPORTING PERSON
Biotechnology
Value Fund, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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
shares
|
|
|
6
|
SHARED
VOTING POWER
130,161
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
130,161
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,161
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 640268108
|
1
|
NAME
OF REPORTING PERSON
Biotechnology
Value Fund II, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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
shares
|
|
|
6
|
SHARED
VOTING POWER
82,069
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
82,069
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,069
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. 640268108
|
1
|
NAME
OF REPORTING PERSON
BVF
Investments, L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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
shares
|
|
|
6
|
SHARED
VOTING POWER
292,270
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
292,270
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
292,270
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
4
CUSIP
NO. 640268108
|
1
|
NAME
OF REPORTING PERSON
Investment
10, L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
21,000
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
21,000
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,000
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO. 640268108
|
1
|
NAME
OF REPORTING PERSON
BVF
Partners L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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
shares
|
|
|
6
|
SHARED
VOTING POWER
525,500
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
525,500
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,500
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN,
IA
|
||
6
CUSIP
NO. 640268108
|
1
|
NAME
OF REPORTING PERSON
BVF
Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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
shares
|
|
|
6
|
SHARED
VOTING POWER
525,500
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
525,500
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,500
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
7
CUSIP
NO. 640268108
|
1
|
NAME
OF REPORTING PERSON
Mark
N. Lampert
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
525,500
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
525,500
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,500
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
8
CUSIP
NO. 640268108
|
Item
1(a).
|
Name
of Issuer:
|
Nektar
Therapeutics, a Delaware corporation (the “Issuer”).
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
201
Industrial Road
San
Carlos, CA 94070
|
Item
2(a).
|
Name
of Person Filing
|
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence
|
|
Item
2(c).
|
Citizenship
|
Biotechnology
Value Fund, L.P. (“BVF”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
Biotechnology
Value Fund II, L.P. (“BVF2”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
BVF
Investments, L.L.C. (“BVLLC”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
Investment
10, L.L.C. (“ILL10”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Illinois
BVF
Partners L.P. (“Partners”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
BVF
Inc.
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
Delaware
Mark N.
Lampert (“Mr. Lampert”)
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
Citizenship:
United States
Each of
the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
9
CUSIP
NO. 640268108
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, par value $0.0001 per share (the “Common Stock”)
|
Item
2(e).
|
CUSIP
Number:
|
640268108
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
|
/x/ Not
applicable.
|
|
(a)
|
/
/
|
Broker
or dealer registered under Section 15 of the Exchange
Act.
|
|
|
(b)
|
/
/
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act.
|
|
|
(c)
|
/
/
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
|
|
|
(d)
|
/
/
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
|
|
(e)
|
/
/
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
/
/
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
/
/
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
/
/
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
|
|
(i)
|
/
/
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
|
|
|
(j)
|
/
/
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
/
/
|
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify
the type of institution: ____
|
|
Item
4.
|
Ownership
|
|
|
(a)
|
Amount
beneficially owned:
|
As of the
close of business on December 31, 2009, (i) BVF beneficially owned 130,161
shares of Common Stock, (ii) BVF2 beneficially owned 82,069 shares of Common
Stock, (iii) BVLLC beneficially owned 292,270 shares of Common Stock and (iv)
ILL10 beneficially owned 21,000 shares of Common Stock.
10
CUSIP
NO. 640268108
Partners,
as the general partner of BVF and BVF2, the manager of BVLLC and the investment
adviser of ILL10, may be deemed to beneficially own the 525,500 shares of Common
Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC and
ILL10.
BVF Inc.,
as the general partner of Partners, may be deemed to beneficially own the
525,500 shares of Common Stock beneficially owned by Partners.
Mr.
Lampert, as a director and officer of BVF Inc., may be deemed to beneficially
own the 525,500 shares of Common Stock beneficially owned by BVF
Inc.
The
foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of any shares of Common Stock owned
by another Reporting Person. Each of Partners, BVF Inc. and Mr.
Lampert disclaims beneficial ownership of the shares of Common Stock
beneficially owned by BVF, BVF2, BVLLC and ILL10 and the filing of this
statement shall not be construed as an admission that any such person or entity
is the beneficial owner of any such securities.
|
|
(b)
|
Percent
of class:
|
Based on
93,197,705 shares of Common Stock outstanding as of October 30, 2009, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2009. As of the close of
business on December 31, 2009, (i) BVF beneficially owned less than 1% of the
outstanding shares of Common Stock, (ii) BVF2 beneficially owned less than 1% of
the outstanding shares of Common Stock, (iii) BVLLC beneficially owned less than
1% of the outstanding shares of Common Stock, (iv) ILL10 beneficially owned less
than 1% of the outstanding shares of Common Stock and (v) each of Partners, BVF
Inc. and Mr. Lampert may be deemed to beneficially own less than 1% of the
outstanding shares of Common Stock.
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
See Cover
Pages Items 5-9.
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
See Cover
Pages Items 5-9.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
See Cover
Pages Items 5-9.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
See Cover
Pages Items 5-9.
11
CUSIP
NO. 640268108
|
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].
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Pursuant
to the operating agreement of BVLLC, Partners is authorized, among other things,
to invest the contributed capital of Samana Capital, L.P., the majority member
of BVLLC, in the shares of Common Stock and other securities of the Issuer and
to vote, exercise or convert and dispose of each security, and is entitled to
receive fees based on assets under management and, subject to certain
exceptions, allocations based on realized and unrealized gains on such
assets.
Partners,
BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of
Common Stock beneficially owned by BVF, BVF2, BVLLC and ILL10.
|
Item
7.
|
Identification
and Classification of the Subsidiary That Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Not
Applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
See
Exhibit 99.1.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
|
Item
10.
|
Certifications.
|
By
signing below each of the undersigned certifies that, to the best of 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.
12
CUSIP
NO. 640268108
SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated:
February 9, 2010
|
BIOTECHNOLOGY
VALUE FUND, L.P.
|
INVESTMENT
10, L.L.C.
|
|||
|
By:
|
BVF
Partners L.P., its general partner
|
By:
|
BVF
Partners L.P., its investment manager
|
|
|
By:
|
BVF
Inc., its general partner
|
By:
|
BVF
Inc., its general partner
|
|
|
By:
|
/s/
Mark N.
Lampert
|
By:
|
/s/
Mark N.
Lampert
|
|
|
Mark
N. Lampert
|
Mark
N. Lampert
|
|||
|
President
|
President
|
|||
|
BIOTECHNOLOGY
VALUE FUND II, L.P.
|
BVF
PARTNERS L.P.
|
|||
|
By:
|
BVF
Partners L.P., its general partner
|
By:
|
BVF
Inc., its general partner
|
|
|
By:
|
BVF
Inc., its general partner
|
By:
|
/s/ Mark N.
Lampert
|
|
|
Mark
N. Lampert
|
||||
|
By:
|
/s/
Mark N.
Lampert
|
President
|
||
|
Mark
N. Lampert
|
||||
|
President
|
||||
|
BVF
INVESTMENTS, L.L.C.
|
BVF
INC.
|
|||
|
By:
|
BVF
Partners L.P., its manager
|
By:
|
/s/ Mark N.
Lampert
|
|
|
Mark
N. Lampert
|
||||
|
By:
|
BVF
Inc., its general partner
|
President
|
||
|
By:
|
/s/
Mark N.
Lampert
|
|||
|
Mark
N. Lampert
|
/s/ Mark N.
Lampert
|
|||
|
President
|
MARK
N. LAMPERT
|
|||
13
Exhibit
99.1
JOINT FILING
AGREEMENT
The
undersigned hereby agree that the Statement on Schedule 13G dated February 9,
2010 with respect to the shares of Common Stock of Nektar Therapeutics, and any
further amendments thereto executed by each and any 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)(1) under the Securities Exchange Act of 1934, as
amended.
Dated:
February 9, 2010
|
BIOTECHNOLOGY
VALUE FUND, L.P.
|
INVESTMENT
10, L.L.C.
|
|||
|
By:
|
BVF
Partners L.P., its general partner
|
By:
|
BVF
Partners L.P., its investment manager
|
|
|
By:
|
BVF
Inc., its general partner
|
By:
|
BVF
Inc., its general partner
|
|
|
By:
|
/s/
Mark N.
Lampert
|
By:
|
/s/
Mark N.
Lampert
|
|
|
Mark
N. Lampert
|
Mark
N. Lampert
|
|||
|
President
|
President
|
|||
|
BIOTECHNOLOGY
VALUE FUND II, L.P.
|
BVF
PARTNERS L.P.
|
|||
|
By:
|
BVF
Partners L.P., its general partner
|
By:
|
BVF
Inc., its general partner
|
|
|
By:
|
BVF
Inc., its general partner
|
By:
|
/s/ Mark N.
Lampert
|
|
|
Mark
N. Lampert
|
||||
|
By:
|
/s/
Mark N.
Lampert
|
President
|
||
|
Mark
N. Lampert
|
||||
|
President
|
||||
|
BVF
INVESTMENTS, L.L.C.
|
BVF
INC.
|
|||
|
By:
|
BVF
Partners L.P., its manager
|
By:
|
/s/ Mark N.
Lampert
|
|
|
Mark
N. Lampert
|
||||
|
By:
|
BVF
Inc., its general partner
|
President
|
||
|
By:
|
/s/
Mark N.
Lampert
|
|||
|
Mark
N. Lampert
|
/s/ Mark N.
Lampert
|
|||
|
President
|
MARK
N. LAMPERT
|
|||