SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
PharmAthene,
Inc.
(Name
of
Issuer)
Common
Stock,
par
value
$0.001 per share
(Title
of
Class of Securities)
71714G102
(CUSIP
Number)
October
2, 2008
(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
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).
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CUSIP
No. 71714G102
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13G
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Page
2 of
8 Pages
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COMMON
STOCK
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(1)
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of Above Persons (entities
only)
AmTrust
Capital Management, Inc.
20-5769766
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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)
x
(b)
¨
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Delaware
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Number of Shares
Beneficially Owned
by Each Reporting
Person With
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(5)
(6)
(7)
(8)
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Sole
Voting Power
1,962,874
Shared
Voting Power
0
Sole Dispositive Power
1,962,874
Shared
Dispositive Power
0
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting
Person
1,962,874
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(10)
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
¨
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(11)
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Percent
of Class Represented by Amount in Row (9)
7.6%
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(12)
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Type
of Reporting Person (See Instructions)
CO
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CUSIP
No. 71714G102
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13G
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Page 3
of
8 Pages
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COMMON
STOCK
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(1)
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of Above Persons (entities only)
Jan
Loeb
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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)
x
(b)
¨
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
USA
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Number of Shares
Beneficially Owned
by Each Reporting
Person With
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(5)
(6)
(7)
(8)
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Sole
Voting Power
1,962,874
Shared
Voting Power
0
Sole Dispositive Power
1,962,874
Shared
Dispositive Power
0
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting
Person
1,962,874
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(10)
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
¨
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(11)
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Percent
of Class Represented by Amount in Row (9)
7.6%
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(12)
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 71714G102
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13G
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Page 4
of 8 Pages
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Item
1(a). Name Of Issuer:
PharmAthene,
Inc.
Item
1(b). Address of Issuer’s Principal Executive Offices:
One
Park
Place
Suite
450
Annapolis,
Maryland 21401
Item
2(a). Names of Persons Filing:
| (i) |
AmTrust
Capital Management, Inc.
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| (ii) |
Jan
Loeb
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Jan
Loeb
is the President and a member of the Board of Directors of AmTrust Capital
Management, Inc.
Item
2(b). Address of Principal Business Office or, if none, Residence:
AmTrust
Capital Management, Inc.
10451
Mill Run Circle
Owings
Mills, MD 21117
Item
2(c). Citizenship:
AmTrust
Capital Management, Inc. is a Delaware corporation. Jan Loeb is a United
States
citizen.
Item
2(d). Title of Class of Securities:
Common
stock, par value $0.001 per share
Item
2(e). CUSIP Number:
71714G102
Item
3.
If
this
statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check
whether
filing person is a:
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(a)
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Broker
or dealer registered under Section 15 of the Act
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(b)
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Bank
as defined in Section 3(a)(6) of the Act
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(c)
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Insurance
company as defined in Section 3(a)(19) of the Act
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(d)
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¨
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Investment
company registered under Section 8 of the Investment Company
Act
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CUSIP
No. 71714G102
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13G
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Page 5
of 8 Pages
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(e)
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¨
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
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(f)
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
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(g)
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A
parent holding company or control person in accordance with Rule
13d-1(b)(ii)(G)
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(h)
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813)
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(i)
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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)
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(j)
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J)
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If
this
statement is filed pursuant to Rule 13d-1(c), check this box. ¨
Item
4.
Ownership
Common
Stock
| (i) |
AmTrust
Capital Management, Inc.
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(a)
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Amount
Beneficially Owned:
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1,962,874
shares
| (b) |
Percent
of Class: 7.6%
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| (c) |
Number
of shares as to which the person
has:
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| (i) |
sole
power to vote or direct the vote:
1,962,874
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| (ii) |
shared
power to vote or direct the vote: 0
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| (iii) |
sole
power to dispose or to direct the disposition of:
1,962,874
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| (iv) |
shared
power to dispose or to direct the disposition of: 0
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| (ii) |
Jan
Loeb
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(a)
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Amount
Beneficially Owned:
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1,962,874
shares
| (b) |
Percent
of Class: 7.6%
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| (c) |
Number
of shares as to which the person
has:
|
| (i) |
sole
power to vote or direct the vote:
1,962,874
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| (ii) |
shared
power to vote or direct the vote: 0
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CUSIP
No. 71714G102
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13G
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Page 6
of 8 Pages
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(iii)
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sole
power to dispose or to direct the disposition of:
1,962,874
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| (iv) |
shared
power to dispose or to direct the disposition of: 0
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Item
5. Ownership of Five Percent or Less of a
Class.
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If
this Schedule 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 box.
¨
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Item
6. Ownership of More than Five Percent on Behalf of
Another Person.
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Not
applicable.
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| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company.
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Not
applicable.
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Item
8. Identification and Classification of Members of the
Group.
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The
Reporting Persons are the sole members of the
group.
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Item
9. Notice of Dissolution of Group.
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Not
applicable.
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Item
10. Certification.
Not
applicable.
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CUSIP
No. 71714G102
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13G
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Page 7
of 8 Pages
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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.
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Date:
October 27, 2008
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AMTRUST
CAPITAL MANAGEMENT, INC.,
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a
Delaware corporation
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/s/
Jan Loeb
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By:
Jan Loeb
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Its:
President
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Date:
October 27, 2008
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/s/
Jan Loeb
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Jan
Loeb
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CUSIP
No. 71714G102
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13G
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Page 8
of 8 Pages
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Joint
Filing Agreement, dated as of October 27, 2008 by and among Jan Loeb
and
AmTrust Capital Management, Inc.
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Exhibit
99.1
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to
the
shares of Common Stock of PharmAthene, Inc., dated as of October 27, 2008,
is,
and any amendments thereto (including amendments on Schedule 13D) signed by
each
of the undersigned shall be, filed on behalf of each of us pursuant to and
in
accordance with the provisions of Rule 13d-1(c) under the Securities Exchange
Act of 1934.
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Date:
October 27, 2008
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AMTRUST
CAPITAL MANAGEMENT, INC.,
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a
Delaware Corporation
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/s/
Jan Loeb
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By:
Jan Loeb
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Its:
President
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Date:
October 27, 2008
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/s/
Jan Loeb
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Jan
Loeb
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