SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
PharmAthene,
Inc.
(Name of
Issuer)
Common Stock, $0.0001 par
value per share
(Title of
Class of Securities)
42224H104
(CUSIP
Number)
Not Applicable
**
(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).
**
The Reporting Person is voluntarily filing this Schedule 13G as a transition
from a Schedule 13D.
|
CUSIP
No. 42224H104
|
13G
|
Page
2 of 14 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HealthCare
Ventures VII, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
|
5
|
SOLE
VOTING POWER
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
4,534,055
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
4,534,055
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,534,055
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
|
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
|
CUSIP
No. 42224H104
|
13G
|
Page 3
of 14 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HealthCare
Partners VII, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
|
5
|
SOLE
VOTING POWER
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
4,534,055
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
4,534,055
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,534,055
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
|
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
|
CUSIP
No. 42224H104
|
13G
|
Page 4
of 14 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James
H. Cavanaugh, Ph.D.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
|
5
|
SOLE
VOTING POWER
72,759
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
4,534,055
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
72,759
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
4,534,055
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,606,814
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
CUSIP
No. 42224H104
|
13G
|
Page 5
of 14 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Christopher
Mirabelli, Ph.D.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
|
5
|
SOLE
VOTING POWER
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
4,534,055
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
4,534,055
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,534,055
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
CUSIP
No. 42224H104
|
13G
|
Page 6
of 14 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Harold
R. Werner
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
|
5
|
SOLE
VOTING POWER
1,655
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
4,534,055
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
1,655
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
4,534,055
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,535,710
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
CUSIP
No. 42224H104
|
13G
|
Page 7
of 14 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John
W. Littlechild
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
|
5
|
SOLE
VOTING POWER
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
4,534,055
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
4,534,055
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,534,055
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
CUSIP
No. 42224H104
|
13G
|
Page 8
of 14 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Augustine
Lawlor
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
|
5
|
SOLE
VOTING POWER
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
4,534,055
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
4,534,055
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,534,055
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
CUSIP
No. 42224H104
|
13G
|
Page 9
of 14 Pages
|
Item
1.
|
(a)
|
Name
of Issuer
|
PharmAthene, Inc.
|
(b)
|
Address
of Issuer’s Principal Executive
Offices
|
|
|
One
Park Place, Suite 450
|
|
|
Annapolis,
MD 21401
|
Item
2.
|
(a)
|
Name
of Person Filing
|
|
|
HealthCare
Ventures VII, L.P. (“HCVVII”)
|
|
|
HealthCare
Partners VII, L.P. (“HCPVII”)
|
|
|
James
H. Cavanaugh, Ph.D. (“Cavanaugh”)
|
|
|
Christopher
Mirabelli, Ph.D. (“Mirabelli”)
|
|
|
Harold
R. Werner (“Werner”)
|
|
|
John
W. Littlechild (“Littlechild”)
|
|
|
Augustine
Lawlor (“Lawlor”)
|
|
|
See
attached Exhibit A, which is a copy of their agreement in writing to file
this statement on behalf of each of them. 1
|
|
(b)
|
Address
of Principal Business Office or, if none,
Residence
|
|
|
The
business address for HCVVII, HCPVII, Dr. Cavanaugh and Mr. Werner is 44
Nassau Street, Princeton, New Jersey 08542. The business
address for Dr. Mirabelli and Messrs. Littlechild and Lawlor is 55
Cambridge Parkway, Cambridge,
Massachusetts 02142.
|
|
(c)
|
Citizenship
|
|
|
HCVVII
and HCPVII are limited partnerships organized under the laws of the State
of Delaware. Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild,
and Lawlor are each United States
citizens.
|
1 Drs.
Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor are the
General Partners of HCPVII. HCPVII is the General Partner of HCVVII, the record
holder of the securities.
|
CUSIP
No. 42224H104
|
13G
|
Page 10
of 14 Pages
|
|
(d)
|
Title
of Class of Securities
|
|
|
Common
Stock, $0.0001 par value per share (the “Common
Stock”)
|
|
(e)
|
CUSIP
Number
|
42224H104
|
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: NOT
APPLICABLE.
|
|
(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).
|
|
Item
4.
|
Ownership.
|
Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
|
(a)
|
Amount
beneficially owned:
|
|
|
As
of December 31, 2010: (A) Each of HCVVII and HCPVII, Dr.
Mirabelli and Messrs. Littlechild and Lawlor beneficially owned 4,534,055
shares of the Issuer’s Common Stock, consisting of (i) 4,253,057 shares of
the Issuer’s Common Stock owned by HCVVII; and (ii) immediately
exercisable warrants to purchase an aggregate of 280,998 shares of the
Issuer’s Common Stock owned by HCVVII; (B) Dr. Cavanaugh beneficially
owned 4,606,814 shares of the Issuer’s Common Stock, consisting of (i)
4,253,057 shares of the Issuer’s Common Stock owned by HCVVII; (ii)
immediately exercisable warrants to purchase an aggregate of 280,998
shares of the Issuer’s Common Stock owned by HCVVII; and (iii) immediately
exercisable options to purchase an aggregate of 72,759 shares of the
Issuer’s Common Stock owned by Dr. Cavanaugh; and (C) Mr. Werner
beneficially owned 4,535,710 shares of the Issuer’s Common Stock,
consisting of (i) 4,253,057 shares of the Issuer’s Common Stock owned by
HCVVII; (ii) immediately exercisable warrants to purchase an aggregate of
280,998 shares of the Issuer’s Common Stock owned by HCVVII; and (iii)
immediately exercisable options to purchase 1,655 shares of the Issuer’s
Common Stock owned by Mr. Werner.
|
|
CUSIP
No. 42224H104
|
13G
|
Page 11
of 14 Pages
|
|
(b)
|
Percent
of class: (Taking into consideration that 47,034,659 shares of the
Issuer’s Common Stock are issued and outstanding as of December 30, 2010,
which includes the following (i) 40,908,661 shares of the Issuer’s Common
Stock issued and outstanding as of November 9, 2010 as reported in the
Issuer’s Form 10-Q filed with the Securities and Exchange Commission on
November 15, 2010 for the period ended September 30, 2010; (ii) 280,998
shares of the Issuer’s Common Stock underlying the warrants beneficially
owned by the Reporting Persons; (iii) an aggregate of 5,845,000 shares of
the Issuer’s Common Stock issued after November 9, 2010 in
connection with the exercise of the over allotment option by
Roth Capital Partners, LLC and the conversion of certain notes by certain
noteholders to shares of the Issuer’s Common Stock as reported on the
Issuer’s Forms 8-K filed with the Securities and Exchange Commission on
each of November 23, 2010 and December 30,
2010).
|
|
|
As
of December 31, 2010: (A) the 4,534,055 shares of the Issuer’s Common
Stock beneficially owned by HCVVII, HCPVII, Dr. Mirabelli and Messrs.
Littlechild and Lawlor constituted 9.6% of the shares outstanding; (B) the
4,606,814 shares of the Issuer’s Common Stock beneficially owned by Dr.
Cavanaugh constituted 9.7% of the shares outstanding; and (C) the
4,535,710 shares of the Issuer’s Common Stock beneficially owned by Mr.
Werner constituted 9.6% of the shares
outstanding.
|
|
(c)
|
Number
of shares as to which the person
has:
|
|
|
(i)
|
Sole power to vote or to direct
the vote –
|
Dr.
Cavanaugh has the sole power to vote or to direct the vote of the 72,759 shares
of the Issuer’s Common Stock directly owned by him.
Mr.
Werner has the sole power to vote or to direct the vote of the 1,655 shares of
the Issuer’s Common Stock directly owned by him.
|
|
(ii)
|
Shared
power to vote or to direct the vote
–
|
|
|
HCVVII,
HCPVII, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and
Lawlor share the power to vote or direct the vote of the 4,534,055 shares
of the Issuer’s Common Stock owned by
HCVVII.
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
–
|
Dr.
Cavanaugh has the sole power to dispose or to direct the disposition of the
72,759 shares of the Issuer’s Common Stock directly owned by him.
Mr.
Werner has the sole power to dispose or to direct the disposition of the 1,655
shares of the Issuer’s Common Stock directly owned by him.
|
CUSIP
No. 42224H104
|
13G
|
Page 12
of 14 Pages
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
–
|
|
|
HCVVII,
HCPVII, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and
Lawlor share the power to dispose of or direct the disposition of the
4,534,055 shares owned by HCVVII.
|
Instruction. For
computations regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1).
|
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 ¨.
|
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.
|
CUSIP
No. 42224H104
|
13G
|
Page 13
of 14 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.
|
January
31, 2011
|
HealthCare
Ventures VII, L.P.
|
||
|
By:
its General Partner, HealthCare Partners VII, L.P.
|
|||
|
By:
|
/s/
Jeffrey Steinberg
|
||
|
Jeffrey
Steinberg, Administrative Partner
|
|||
|
January
31, 2011
|
HealthCare
Partners VII, L.P.
|
||
|
By:
|
/s/
Jeffrey Steinberg
|
||
|
Jeffrey
Steinberg, Administrative Partner
|
|||
|
January
31, 2011
|
|||
|
/s/Jeffery Steinberg,
Attorney-in-Fact
|
|||
|
James
H. Cavanaugh, Ph.D.
|
|||
|
January
31, 2011
|
|||
|
/s/Jeffrey Steinberg,
Attorney-in-Fact
|
|||
|
Christopher
Mirabelli, Ph.D.
|
|||
|
January 31,
2011
|
|||
|
/s/Jeffrey Steinberg,
Attorney-in-Fact
|
|||
|
Harold
R. Werner
|
|||
|
January 31,
2011
|
|||
|
/s/Jeffrey Steinberg,
Attorney-in-Fact
|
|||
|
John
W. Littlechild
|
|||
|
January
31, 2011
|
|||
|
/s/Jeffrey Steinberg,
Attorney-in-Fact
|
|||
|
Augustine
Lawlor
|
|||
|
CUSIP
No. 42224H104
|
13G
|
Page 14
of 14 Pages
|
EXHIBIT
A
AGREEMENT
JOINT
FILING OF SCHEDULE 13G
The
undersigned hereby agree to jointly prepare and file with regulatory authorities
a Schedule 13G and any future amendments thereto reporting each of the
undersigned’s ownership of securities of PharmAthene, Inc. and hereby
affirm that such Schedule 13G is being filed on behalf of each of the
undersigned.
|
January
31, 2011
|
HealthCare
Ventures VII, L.P.
|
||
|
By:
its General Partner, HealthCare Partners VII, L.P.
|
|||
|
By:
|
/s/
Jeffrey Steinberg
|
||
|
Jeffrey
Steinberg, Administrative Partner
|
|||
|
January
31, 2011
|
HealthCare
Partners VII, L.P.
|
||
|
By:
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/s/
Jeffrey Steinberg
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Jeffrey
Steinberg, Administrative Partner
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January
31, 2011
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/s/Jeffery Steinberg,
Attorney-in-Fact
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James
H. Cavanaugh, Ph.D.
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January
31, 2011
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/s/Jeffrey Steinberg,
Attorney-in-Fact
|
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Christopher
Mirabelli, Ph.D.
|
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January 31,
2011
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/s/Jeffrey Steinberg,
Attorney-in-Fact
|
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Harold
R. Werner
|
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January 31,
2011
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/s/Jeffrey Steinberg,
Attorney-in-Fact
|
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John
W. Littlechild
|
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January
31, 2011
|
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|
/s/Jeffrey Steinberg,
Attorney-in-Fact
|
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|
Augustine
Lawlor
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