SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 16, 2010
UNITED
STATES
SECURITIES
AND EXHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
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)
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).
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Black
Horse Capital LP
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) x
(b) o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
63,098
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
63,098
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
63,098
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN
SHARES
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
||
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Black
Horse Capital (QP) LP
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) x
(b) o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
19,912
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
19,912
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,912
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN
SHARES
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
||
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Black
Horse Capital Master Fund Ltd.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) x
(b) o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
22,789
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
22,789
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,789
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN
SHARES
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Black
Horse Capital Management LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) x
(b) o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
105,799
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
105,799
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
105,799
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN
SHARES
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
OO
|
||
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Dale
Chappell
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) x
(b) o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
105,799
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
105,799
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
105,799
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES o
CERTAIN
SHARES
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
IN,
HC
|
||
This
Amendment No. 1 is filed with respect to the shares of the common stock, having
$0.001 par value (the “Common Stock”), of OncoGenex Pharmaceuticals, Inc.
(“Issuer”), beneficially owned by the Reporting Persons (as defined below) as of
December 31, 2009 and amends and supplements the Schedule 13G filed on June 5,
2009 (collectively, the “Schedule 13G”). Except as set forth herein,
the Schedule 13G is unmodified.
The names
of the persons filing this statement on Schedule 13G are (collectively, the
“Reporting Persons”):
|
·
|
Black
Horse Capital LP, a Delaware limited partnership (“Domestic
Fund”),
|
|
·
|
Black
Horse Capital (QP) LP, a Delaware limited partnership (“QP
Fund”),
|
|
·
|
Black
Horse Capital Master Fund Ltd., a Cayman Islands exempt company (“Offshore
Fund”),
|
|
·
|
Black
Horse Capital Management LLC , a Delaware limited liability company (“BH
Management”), and
|
|
·
|
Dale
Chappell, a United States citizen
(“Mr. Chappell”).
|
Item 4 Ownership
4(a) Amount
beneficially owned:
The Domestic Fund owns 63,098 shares of
Common Stock.
The QP Fund owns 19,912 shares of
Common Stock.
The Offshore Fund owns 22,789 shares of
Common Stock.
BH Management beneficially owns the
shares of Common Stock held by Domestic Fund, QP Fund and Offshore
Fund.
Mr. Chappell is deemed to
beneficially own the 105,799 shares of Common Stock beneficially owned by BH
Management.
Collectively, the Reporting Persons
beneficially own 105,799 shares of Common Stock.
4(b) Percent
of Class:
Domestic Fund owns 63,098 shares of
Common Stock representing 1.0% of the outstanding Common Stock.
QP Fund owns 19,912 shares of Common
Stock representing 0.3% of the outstanding Common Stock.
Offshore Fund owns 22,789 shares of
Common Stock representing 0.4% of the outstanding Common Stock.
BH Management beneficially owns 105,799
shares of Common Stock held by Domestic Fund, QP Fund and Offshore Fund
representing 1.8% of the outstanding Common Stock.
Mr. Chappell beneficially owns the
105,799 shares of Common Stock beneficially owned by BH Management representing
1.8% of the outstanding Common Stock.
The Reporting Persons collectively
beneficially own 105,799 shares of Common Stock representing 1.8% of the
outstanding Common Stock.
4(c) Number
of shares as to which such person has:
(i) sole
power to vote or to direct the vote:
Not
applicable.
(ii) shared
power to vote or to direct the vote:
Domestic Fund, BH Management and
Mr. Chappell have the shared power to vote or direct the vote of 63,098
shares of Common Stock owned by Domestic Fund.
QP Fund, BH Management and
Mr. Chappell have the shared power to vote or direct the vote of 19,912
shares of Common Stock owned by QP Fund.
Offshore Fund, BH Management and
Mr. Chappell have the shared power to vote or direct the vote of 22,789
shares of Common Stock owned by Offshore Fund.
(iii) sole
power to dispose or to direct the disposition of:
Not applicable.
(iv)
shared
power to dispose or to direct the disposition of:
Domestic
Fund, BH Management and Mr. Chappell have the shared power to dispose or to
direct the disposition of the 63,098 shares of Common Stock owned by Domestic
Fund.
QP Fund, BH Management and
Mr. Chappell have the shared power to dispose or to direct the disposition
of the 19,912 shares of Common Stock owned by QP Fund.
Offshore Fund, BH Management and
Mr. Chappell have the shared power to dispose or to direct the disposition
of the 22,789 shares of Common Stock owned by Offshore Fund.
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 Persons have ceased to
be the beneficial owners of more than five percent of the class of securities,
check the following [X].
Item
10 Certifications:
By signing below the undersigned
certifies that, to the best of its or his 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.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete,
and correct.
Dated: February
16,
2010 BLACK
HORSE CAPITAL LP
By:
Black Horse Capital Management LLC
As General Partner
By: /s/ Dale Chappell
Dale
Chappell, Managing Member
BLACK
HORSE CAPITAL (QP) LP
By:
Black Horse Capital Management LLC
As General Partner
By: /s/ Dale Chappell
Dale
Chappell, Managing Member
BLACK
HORSE CAPITAL MASTER FUND LTD.
By:
/s/ Dale Chappell
Dale
Chappell, Director
BLACK
HORSE CAPITAL MANAGEMENT LLC
By:
/s/ Dale Chappell
Dale
Chappell, Managing Member
/s/
Dale Chappell
Dale
Chappell