UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-l(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
( AMENDMENT _2_)*
HYALOZYME THERAPEUTICS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
40637H 10 9
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(CUSIP Number)
David Ramsay, 11588 Sorento Valley Road
San Diego, California 92121
(858) 794-8889
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2004
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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-l(b)
/X/ Rule 13d-l(c)
/ / Rule 13d-l(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).
SCHEDULE 13G
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CUSIP NO. 40637H 10 9 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 SS. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Jonathan Spanier
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. Sole Voting Power
NUMBER OF
SHARES 2,582,308
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BENEFICIALLY 6. Shared Voting Power
OWNED BY
EACH N/A
REPORTING -----------------------------------------------------------
7. Sole Dispositive Power
PERSON
WITH 2,582,308
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8. Shared Dispositive Power
N/A
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,582,308
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.42
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12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
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CUSIP NO. 40637H 10 9 PAGE 3 OF 6 PAGES
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ITEM 1(a). NAME OF ISSUER:
Hyalozyme Therapeutics, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11588 Sorento Valley Rd.
San Diego, California 92121
ITEM 2(a). NAME OF PERSON FILING:
The Person filing this is Jonathan Spanier
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICES OR, IF NONE, RESIDENCE:
8732 St. Ives Drive, Los Angeles, California 90069
ITEM 2(c). CITIZENSHIP:
United States
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Series C Preferred Stock
ITEM 2(e). CUSIP NUMBER: 40637H 10 9
SCHEDULE 13G
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CUSIP NO. 40637H 10 9 PAGE 4 OF 6 PAGES
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ITEM 3. IF THE STATEMENT IS BEING FILED PURSUANT TO RULE 13d-l(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE FILING PERSON IS A:
(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 l3d-l(b)(I)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with 13d-1
(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
13d-l(b)(1)(ii)(G);
(h) / / A savings association 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 l3d-l(b)(l)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box. /X/
ITEM 4. OWNERSHIP:
The information in Items 5-11 on the cover page (page 2) of this
Schedule 13G is incorporated by reference.
Includes 1,256,161 shares of Common Stock ("Shares") and 681,994
warrants to purchase Shares, 107,596 shares of Series C Preferred Stock and
474,890 warrants to purchase Shares held by Jonathan Spanier IRA Account,
includes 50,000 Shares held by Jonathan Spanier under a custodial accounts for
the benefit of a minor. Also includes 11,667 Shares held by Grove Capital, LLC
in which Jonathan Spanier is a member. Each of Jonathan Spanier and the Jonathan
Spanier IRA Account may be deemed beneficial owners of the shares held by Grove
Capital, LLC however, each disclaims beneficial ownership except to the extent
of their pecuniary interest therein.
SCHEDULE 13G
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CUSIP NO. 40637H 10 9 PAGE 5 OF 6 PAGES
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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 had 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.
SCHEDULE 13G
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CUSIP NO. 40637H 10 9 PAGE 6 OF 6 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.
Dated: February 17, 2005
By: /s/ Jonathan Spanier
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Jonathan Spanier
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION. INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).