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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington,
D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Santarus, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
802817 30 4
(CUSIP Number)
May 9, 2007
(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) |
*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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. 802817 30 4 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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Not Applicable |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 802817 30 4 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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Not Applicable |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 802817 30 4 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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Not Applicable |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers
Principal Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal
Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title of Class of
Securities |
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(e) |
CUSIP Number |
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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: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations 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 §240.13d-1(b)(1)(ii)(J). |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: Travelers and F&M may be deemed to own beneficially 1,178,381 shares of Common Stock of the Issuer. F&M is a wholly owned subsidiary of Travelers. F&M owns a controlling interest of Fog City Fund, LLC (Fog City), Windamere, LLC (Windamere), Windamere II, LLC (Windamere II) and Windamere III, LLC (Windamere III, and collectively with Windamere, Windamere II and Fog City, the Satellite Funds). The Satellite Funds are managed by the managing member of each individual Satellite Fund, however, investments (in excess of certain amounts) or dispositions must be approved by the board of directors of each Satellite Fund. Split Rock has the right to appoint a majority of the members of the board of directors of each Satellite Fund. Split Rock may be deemed to own beneficially 4,385,090 shares of Common Stock of the Issuer. SPVC IV, LLC (formerly known as St. Paul Venture Capital IV, LLC (SPVC IV)), SPVC V, LLC (formerly known as St. Paul Venture Capital V, LLC (SPVC V)), SPVC VI, LLC (formerly known as St. Paul Venture Capital VI, LLC (SPVC VI)), and SPVC Affiliates Fund I, LLC (formerly known as St. Paul Venture Capital Affiliates Fund I, LLC (SPVC Affiliates, and collectively with SPVC IV, SPVC V, and SPVC VI, the SPVC Funds)), are jointly managed by Split Rock and Vesbridge Partners, LLC, however, voting and investment power over the shares has been delegated solely to Split Rock. Voting and investment power with respect to the shares has been delegated by Split Rock to four individuals, who require a two-thirds vote to act. The table below sets forth the securities held by each entity described herein: |
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Common Shares |
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Fog City |
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547,316 |
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Windamere |
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293,133 |
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Windamere II |
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110,401 |
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Windamere III |
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227,531 |
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SPVC IV |
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754,103 |
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SPVC V |
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151,686 |
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SPVC VI |
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2,279,597 |
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SPVC Affiliates |
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21,323 |
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By virtue of the affiliate relationships among Travelers, F&M and the Satellite Funds, Travelers and F&M may each be deemed to own beneficially 1,178,381 shares described in this Schedule 13G. By virtue of the affiliate relationships among Split Rock, the SPVC Funds and the Satellite Funds, Split Rock may be deemed to own beneficially 4,385,090 shares described in this Schedule 13G. The filing of this Statement shall not be construed as an admission that Travelers, F&M or Split Rock is the beneficial owner of any securities covered by this Statement |
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(b) |
Percent of class: Travelers & F&M: 2.3%, and Split Rock: 8.6%. The foregoing percentages are calculated based on the 50,754,891 shares of Common Stock represented to be outstanding by the Issuer on its most recently filed quarterly report on Form 10-Q for the period ended March 31, 2007. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 1,178,381 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 1,178,381 |
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Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 4,385,090 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 4,385,090 |
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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. |
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As of the date hereof, Travelers and F&M have ceased to be the beneficial owner of more than five percent of the class of securities. However, Split Rock continues to be the beneficial owner of more than five percent of the class of securities. |
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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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Not Applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable |
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Item 10. |
Certification |
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By signing below, each of the undersigned below 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. |
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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.
Date: May 11, 2007. |
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THE TRAVELERS COMPANIES, INC. |
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By: |
/s/ Bruce A. Backberg |
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Bruce A. Backberg |
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Its: |
Senior Vice President |
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ST. PAUL FIRE AND MARINE INSURANCE COMPANY |
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By: |
/s/ Bruce A. Backberg |
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Bruce A. Backberg |
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Its: |
Senior Vice President |
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SPLIT ROCK PARTNERS, LLC |
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By: |
/s/ Steven L.P. Schwen |
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Steven L.P. Schwen |
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Its: |
Chief Financial Officer |
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