Washington, D.C. 20549

OncoGenex Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

68230A106

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		68230A106

* Based on (i) 6,034,959 shares stated to be outstanding by the Issuer as of November 1, 2009 in the Issuer’s most recent form 10-Q filed with the Securities and Exchange Commission on November 5, 2009, and (ii) 267,531 shares sold to a third-party pursuant to a Stock Purchase Agreement discussed in the Issuer’s Form 8-K filed on December 21, 2009.

CUSIP No.		68230A106

* Based on (i) 6,034,959 shares stated to be outstanding by the Issuer as of November 1, 2009 in the Issuer’s most recent form 10-Q filed with the Securities and Exchange Commission on November 5, 2009, and (ii) 267,531 shares sold to a third-party pursuant to a Stock Purchase Agreement discussed in the Issuer’s Form 8-K filed on December 21, 2009.

CUSIP No.		68230A106

* These numbers represent the Common Shares held as of December 31, 2009 (“Year End”), based on (i) 6,034,959 shares stated to be outstanding by the Issuer as of November 1, 2009 in the Issuer’s most recent form 10-Q filed with the Securities and Exchange Commission on November 5, 2009, and (ii) 267,531 shares sold to a third-party pursuant to a Stock Purchase Agreement discussed in the Issuer’s Form 8-K filed on December 21, 2009. However, Aaron Davis beneficially owns 100 Common Shares, representing 0.002% of the Issuer’s outstanding Common Shares, as of the February 16, 2010 (the “Filing Date”).

CUSIP No.		68230A106

* These numbers represent the Common Shares held as of Year End, based on (i) 6,034,959 shares stated to be outstanding by the Issuer as of November 1, 2009 in the Issuer’s most recent form 10-Q filed with the Securities and Exchange Commission on November 5, 2009, and (ii) 267,531 shares sold to a third-party pursuant to a Stock Purchase Agreement discussed in the Issuer’s Form 8-K filed on December 21, 2009. However, Neil Reisman beneficially owns 4,000 Common Shares, representing 0.1% of the Issuer’s outstanding Common Shares, as of the Filing Date.

CUSIP No.		68230A106

* These numbers represent the Common Shares held as of Year End, based on (i) 6,034,959 shares stated to be outstanding by the Issuer as of November 1, 2009 in the Issuer’s most recent form 10-Q filed with the Securities and Exchange Commission on November 5, 2009, and (ii) 267,531 shares sold to a third-party pursuant to a Stock Purchase Agreement discussed in the Issuer’s Form 8-K filed on December 21, 2009. However, Ivan Lieberburg beneficially owns 100 Common Shares, representing 0.002% of the Issuer’s outstanding Common Shares, as of the Filing Date.

CUSIP No.		68230A106

* These numbers represent the Common Shares held as of Year End, based on (i) 6,034,959 shares stated to be outstanding by the Issuer as of November 1, 2009 in the Issuer’s most recent form 10-Q filed with the Securities and Exchange Commission on November 5, 2009, and (ii) 267,531 shares sold to a third-party pursuant to a Stock Purchase Agreement discussed in the Issuer’s Form 8-K filed on December 21, 2009. However, Christopher Fuglesang beneficially owns 100 Common Shares, representing 0.002% of the Issuer’s outstanding Common Shares, as of the Filing Date.

CUSIP No.		68230A106

* Based on (i) 6,034,959 shares stated to be outstanding by the Issuer as of November 1, 2009 in the Issuer’s most recent form 10-Q filed with the Securities and Exchange Commission on November 5, 2009, and (ii) 267,531 shares sold to a third-party pursuant to a Stock Purchase Agreement discussed in the Issuer’s Form 8-K filed on December 21, 2009.

CUSIP No.		68230A106

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G initially filed on June 10, 2009 (the “Original Filing”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing. This Amendment No. 1 is being filed to reflect the Reporting Persons’ beneficial ownership of the Issuer’s outstanding Common Shares as of Year-End, as well as the Reporting Persons’ beneficial ownership of the common Shares as of the Filing Date.

Item 4. Ownership.

(a) Amount beneficially owned:

As of both Year End and the Filing Date, Boxer Capital, Boxer Management and Joseph Lewis beneficially own 427,824* Common Shares. As of Year End, Neil Reisman beneficially owned 3,700* Common Shares. As of the Filing Date, Mr. Reisman owns 4,000* Common Shares. As of Year End, none of Aaron Davis, Ivan Lieberburg, or Christopher Fuglesang beneficially owned any Common Shares. As of the Filing Date, Aaron Davis beneficially owns 100* Common Shares, Ivan Lieberburg beneficially owns 100* Common Shares, and Christopher Fuglesang beneficially owns 100* Common Shares.

(b) Percent of class:

As of Year End and the Filing Date, the Common Shares beneficially owned by Boxer Capital, Boxer Management and Joseph Lewis represent 6.8% of the Issuer’s outstanding Common Shares. As of Year End, the Common Shares beneficially owned by Neil Reisman represented 0.1% of the Issuer’s outstanding Common Shares. As of the Filing Date, the Common Shares beneficially owned by Neil Reisman represent 0.1% of the Issuer’s outstanding Common Shares. As of the Year End, the Common Shares beneficially owned by Aaron Davis represented 0% of the Issuer’s outstanding Common Shares. As of the Filing Date, the Common Shares beneficially owned by Aaron Davis represent 0.002% of the Issuer’s outstanding Common Shares. As of the Year End, the Common Shares beneficially owned by Ivan Lieberburg represented 0% of the Issuer’s outstanding Common Shares. As of the Filing Date, the Common Shares beneficially owned by Ivan Lieberburg represent 0.002% of the Issuer’s outstanding Common Shares. As of the Year End, the Common Shares beneficially owned by Christopher Fuglesang represented 0% of the Issuer’s outstanding Common Shares. As of the Filing Date, the Common Shares beneficially owned by Christopher Fuglesang represent 0.002% of the Issuer’s outstanding Common Shares.

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote:

As of Year End, Neil Reisman had the sole power to vote the 3,700* Common Shares he beneficially owned. As of the Filing Date, Neil Reisman has the sole power to vote the 4,000* Common Shares he beneficially owns. As of Year End, Aaron Davis had the sole power to vote the 0* Common Shares he beneficially owned. As of the Filing Date, Aaron Davis has the sole power to vote the 100* Common Shares he beneficially owns. As of Year End, Ivan Lieberburg had the sole power to vote the 0* Common Shares he beneficially owned. As of the Filing Date, Ivan Lieberburg has the sole power to vote the 100* Common Shares he beneficially owns. As of Year End, Christopher Fuglesang had the sole power to vote the 0* Common Shares he beneficially owned. As of the Filing Date, Christopher Fuglesang has the sole power to vote the 100* Common Shares he beneficially owns. As of both Year End and the Filing Date, Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to vote or direct the vote of any Common Shares.

(ii) Shared power to vote or to direct the vote:

As of both Year End and the Filing Date, Boxer Capital, Boxer Management and Joseph Lewis have shared voting power with respect to the 427,824* Common Shares they beneficially own. As of both Year End and the Filing Date, Neil Reisman, Aaron Davis, Ivan Lieberburg and Christopher Fuglesang do not have shared power to vote or direct the vote of any Common Shares.

(iii) Sole power to dispose or direct the disposition of:

As of Year End, Neil Reisman had the sole power to dispose of the 3,700* Common Shares he beneficially owned. As of the Filing Date, Neil Reisman has the sole power to dispose of the 4,000* Common Shares he beneficially owns. As of Year End, Aaron Davis had the sole power to dispose of 0* Common Shares he beneficially owned.

CUSIP No.		68230A106

As of the Filing Date, Aaron Davis has the sole power to dispose of the 100* Common Shares he beneficially owns. As of Year End, Ivan Lieberburg had the sole power to dispose of 0* Common Shares he beneficially owned. As of the Filing Date, Ivan Lieberburg has the sole power to dispose of the 100* Common Shares he beneficially owns. As of Year End, Christopher Fuglesang had the sole power to dispose of 0* Common Shares he beneficially owned. As of the Filing Date, Christopher Fuglesang has the sole power to dispose of the 100* Common Shares he beneficially owns. As of both Year End and the Filing Date, Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to dispose or direct the disposition of any Common Shares.

(iv) Shared power to dispose or to direct the disposition of:

As of both Year End and the Filing Date, Boxer Capital, Boxer Management and Joseph Lewis have shared dispositive power with respect to the 427,824* Common Shares they beneficially own. As of both Year End and the Filing Date, Neil Reisman, Aaron Davis, Ivan Lieberburg and Christopher Fuglesang do not have shared power to dispose of or direct the disposition of any Common Shares.

Item 10. Certification.

(c) 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 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.

Exhibits

1    Joint Filing Agreement, dated the date hereof, between the Reporting Persons.

CUSIP No.		68230A106

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.