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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ 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. |
37246C109 |
| 1 | NAMES OF REPORTING PERSONS: Genentech, Inc. |
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| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 94-2347624 | |||||
| 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 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 1,101,863 shares of Common Stock | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 1,101,863 shares of Common Stock | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 1,101,863 shares of Common Stock | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 1.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| CO | |||||
| Item 1. |
| (a) | Name Issuer GenVec, Inc. |
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| (b) | Address of Issuer’s Principal Executive Offices 65 West Watkins Mill Road, Gaithersburg, Maryland 20878 |
| Item 2. |
| (a) | Name of Person Filing Genentech, Inc. |
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| (b) | Address of Principal Business Office, or, if none, Residence 1 DNA Way, South San Francisco, California 94080 |
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| (c) | Citizenship Delaware |
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| (d) | Title of Class of Securities Common Stock |
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| (e) | CUSIP Number 37246C109 |
| 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: |
| (a) | o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) | ||
| (b) | o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) | o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | o 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) | o Group, in accordance with Section 240.13d-1(b)(l)(ii)(J). |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: | 1,101,863 shares of Common Stock | ||||
| (b) | Percent of class: | 1.7% | ||||
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: | 1,101,863 shares of Common Stock | ||||
| (ii) | Shared power to vote or to direct the vote: | 0 | ||||
| (iii) | Sole power to dispose or to direct the disposition of: | 1,101,863 shares of Common Stock | ||||
| (iv) | Shared power to dispose or to direct the disposition of: | 0 |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. 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 or
Control Person. Not Applicable. |
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| Item 8. | Identification and Classification of Members of the Group Not Applicable. |
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| Item 9. | Notice of Dissolution of Group Not Applicable. |
| Item 10. | Certification |
| February 10, 2006 | ||
| Date | ||
| /s/ Stephen G. Juelsgaard | ||
| Signature | ||
| Stephen G. Juelsgaard | ||
| Executive Vice President, General Counsel and Secretary | ||
| Name/Title |