UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INTRABIOTICS PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
46116T100
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(CUSIP Number)
DECEMBER 31, 2003
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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-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 reminder 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. 46116T100 Schedule 13G Page 2 of 7
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1. Name of Reporting Person
S.S. or I.R.S. Identifica-
tion No. of Above Person
Frank H. Pearl
(in the capacity described herein)
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2. Check the Appropriate Box (a) [_]
if a Member of a Group (b) [X]
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3. S.E.C. Use Only
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4. Citizenship or Place of Organization United States
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Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 97,133
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 97,133
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
97,133
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
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11. Percent of Class Represented by Amount in Row 9 1.8%
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12. Type of Reporting Person IN
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CUSIP NO. 46116T100 Schedule 13G Page 3 of 7
Item 1. (a) NAME OF ISSUER
IntraBiotics Pharmaceuticals, Inc. (the "Company").
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1245 Terra Bella Avenue
Mountain View, CA 94043
Item 2. (a) NAMES OF PERSONS FILING
Mr. Frank H. Pearl ("Mr. Pearl")
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
The address of the principal business offices of Mr. Pearl is
2099 Pennsylvania Avenue, Suite 900, Washington, DC 20006-1813.
(c) CITIZENSHIP
United States
(d) TITLE OF CLASS OF SECURITIES
Common Stock, par value $.001 per share (the "Common Stock" or
"Shares")
(e) CUSIP NUMBER
46116T100
Item 3. This statement is not filed pursuant to either Rule 13d-1(b) or
13d-2(b) or (c).
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
Mr. Pearl may be deemed to beneficially own an
aggregate of 97,133 shares of Common Stock. Mr. Pearl is the
sole owner of Perseuspur, LLC, a member of Perseus EC, LLC,
which is the managing member of Perseus BioTech Fund Partners,
LLC, a managing member of Perseus-Soros Partners, LLC, the
general partner of Perseus-Soros BioPharmaceutical Fund, L.P.
("PSBF"), and may be deemed to beneficially own the 97,133
shares of Common Stock owned by PSBF.
CUSIP NO. 46116T100 Schedule 13G Page 4 of 7
(b) PERCENTAGE OWNED:
Based on calculations made in accordance with Rule
13d-3(d), and there being 5,253,983 shares of Common Stock
outstanding as of this date, Mr. Pearl may be deemed to
beneficially own approximately 1.8% of the outstanding shares
of Common Stock.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
Mr. Pearl may be deemed to share the power to direct
the voting and disposition of the 97,133 Common Stock
beneficially owned by PSBP.
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 has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following. [X]
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
CUSIP NO. 46116T100 Schedule 13G Page 5 of 7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated as of February 17, 2004
FRANK H. PEARL
By: /s/ Rodd Macklin
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Name: Rodd Macklin
Title: Attorney-in-Fact
CUSIP NO. 46116T100 Schedule 13G Page 6 of 7
EXHIBIT INDEX
Exhibit 1. Power of Attorney, dated April 9, 2003, appointing Rodd
Macklin as Attorney-in-Fact for Frank H. Pearl.