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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. |
1 | NAMES OF REPORTING PERSONS: |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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Randal W. Scott, Ph.D. | |||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
PF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 2,408,144 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 2,408,144 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
2,408,144 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
9.7% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
IN |
(a) | Name of Reporting Person | ||
Randal W. Scott, Ph.D. | |||
(b) | Principal Business Address | ||
301 | Penobscot Drive Redwood City, CA 94063 | ||
(c) | Present Principal Occupation or Employment | ||
Dr. Scott is Chief Executive Officer of the Company and a member of the Companys board of directors. | |||
(d) | Dr. Scott has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar civil infractions or misdemeanors). | ||
(e) | Dr. Scott has not, during the past five years, been a party to a civil proceeding as a result of which he is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws. | ||
(f) | Dr. Scott is a citizen of the United States of America. |
(a) | The aggregate percentage of Common Stock reported owned beneficially by Dr. Scott is based upon 24,548,060 shares outstanding as of December 31, 2006. Dr. Scott beneficially owned 2,408,144 shares of Common Stock as of December 31, 2006, constituting approximately 9.7% of the shares of Common Stock outstanding. The 2,408,144 shares of Common Stock includes 2,231,299 shares owned directly by Dr. Scott, 12,298 shares indirectly held through Morgan Stanley DW Inc. as Custodian for Randal W. Scott, IRA, 5,199 shares held for the benefit of Dr. Scotts children, of which Dr. Scotts sister is trustee, and options to purchase 159,348 shares of common stock that are subject to outstanding options, 53,188 of which are exercisable within 60 days of December 31, 2006 and 106,160 of which will continue to vest in accordance with the vesting schedule shown in Item 6. below as Dr. Scott continues as an employee with the Company.. | ||
(b) | Dr. Scott has sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,408,144 shares of Common Stock. | ||
(c) | On February 12, 2007, Dr. Scott sold 6,000 shares of Common Stock at an average price of $17.9125 per share and on February 13, 2007, Dr. Scott sold 6,000 shares of Common Stock at an average price of $18.318 per share. These sales were made pursuant to Dr. Scotts sales plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, adopted on December 5, 2006, that provides for the sale of up to 132,000 shares of the Companys common stock over a period of approximately eleven months. | ||
(d) | Not applicable | ||
(e) | Not applicable |
Grant Date | Option Plan | No. of Shares Granted | Exercise Price | |||||||||
December 2, 2004 |
2001 Plan | 69,348 | $ | 3.17 | ||||||||
December 1, 2005 |
2005 Plan | 50,000 | $ | 10.33 | ||||||||
November 30, 2006 |
2005 Plan | 40,000 | $ | 18.89 | ||||||||
Total |
159,348 | |||||||||||
By: | /s/ Randal W. Scott | |||
Randal W. Scott, Ph.D. | ||||