| o |
Rule
13d-1(b)
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| x |
Rule
13d-1(c)
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| o |
Rule
13d-1(d)
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CUSIP
No.
876031204
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
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Felix
J. Baker
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a)
o
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(b)
x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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| United States | |||
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5.
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SOLE
VOTING POWER
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NUMBER
OF
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-0-
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SHARES
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BENEFICIALLY
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6.
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SHARED
VOTING POWER
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OWNED
BY
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2,000,000
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EACH
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REPORTING
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7.
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SOLE
DISPOSITIVE POWER
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PERSON
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-0-
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WITH
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8.
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SHARED
DISPOSITIVE POWER
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2,000,000
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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2,000,000
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|||
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
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(See
Instructions)
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|||
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|||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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12.3%
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12.
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TYPE
OF REPORTING PERSON (See Instructions)
|
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IN
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CUSIP
No.
876031204
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
||
|
|
|||
|
Julian
C. Baker
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
|
(a)
o
|
|||
|
(b)
x
|
|||
|
3.
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SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
|
|||
| United States | |||
|
5.
|
SOLE
VOTING POWER
|
||
|
NUMBER
OF
|
-0-
|
||
|
SHARES
|
|||
|
BENEFICIALLY
|
6.
|
SHARED
VOTING POWER
|
|
|
OWNED
BY
|
2,000,000
|
||
|
EACH
|
|||
|
REPORTING
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
PERSON
|
-0-
|
||
|
WITH
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
|
||
|
2,000,000
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
||
|
2,000,000
|
|||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
(See
Instructions)
|
|||
|
|
|||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
||
|
12.3%
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|||
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12.
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TYPE
OF REPORTING PERSON (See Instructions)
|
||
|
IN
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Item
1(a)
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Name
of Issuer:
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Tapestry
Pharmaceuticals, Inc.
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Item
1(b)
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Address
of Issuer’s Principal Executive Offices:
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4840
Pearl East Circle, Suite 300W
Boulder
CO 80301
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Item
2(a)
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Name
of Person Filing:
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This
Schedule 13G is being filed jointly by Felix J. Baker and Julian
C. Baker
(the “Reporting Persons”).
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Item
2(b)
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Address
of Principal Business Office or, if None,
Residence:
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Name
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Business
Address
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Felix
J. Baker
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667
Madison Avenue
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New
York, NY 10021
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Julian
C. Baker
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667
Madison Avenue
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New
York, NY 10021
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Item
2(c)
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Citizenship:
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Each
of the Reporting Persons is a United States
citizen.
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Item
2(d)
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Title
of Class of Securities:
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Common
Stock, par value $0.0075 per share
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Item
2(e)
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CUSIP
Number:
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876031204
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or (c), check whether
the person filing is a:
N/A
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(a)
|
o
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Exchange
Act.
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Exchange
Act.
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(d)
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o
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Investment
company registered under section 8 of the Investment Company
Act of
1940.
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(e)
|
o
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
|
o
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An
employee benefit plan or endowment fund in accordance with
Rule
13d-1(b)(1)(ii)(F).
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|||
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(g)
|
o
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A
parent holding company or control person in accordance with
Rule
13d_1(b)(1)(ii)(G).
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(h)
|
o
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A
savings association as defined in Section 3(b) of the Federal
Deposit
Insurance Act.
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|||
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(i)
|
o
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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.
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(j)
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o
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
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| Item 4. | Ownership. | ||
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Set
forth below is the aggregate number of shares of Common Stock
held as of the date hereof by each of the following, together
with the
percentage of the outstanding shares of Common Stock that such
number
represents based upon 16,235,434 shares outstanding as of the
date
hereof.
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Name
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Number
of
Shares
|
Percent
of Class
Outstanding
|
|||||
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Baker
Bros. Investments II, L.P.
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41,641
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0.3
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%
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||||
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Baker
Biotech Fund II (Z), L.P.
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54,481
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0.3
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%
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||||
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Baker
Biotech Fund III, L.P.
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1,525,130
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9.4
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%
|
||||
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Baker
Biotech Fund III (Z), L.P.
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264,874
|
1.6
|
%
|
||||
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14159,
L.P.
|
113,874
|
0.7
|
%
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||||
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Total
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2,000,000
|
12.3
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%
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By
virtue of their ownership of entities that have the power to
control the
investment decisions of the limited partnerships listed in
the table
above, Felix J. Baker and Julian C. Baker may each be deemed
to be
beneficial owners of shares owned by such entities and may
be deemed to
have shared power to vote or direct the vote of and shared
power to
dispose or direct the disposition of such securities.
Each
of Baker Bros. Investments II, L.P., Baker Biotech Fund II
(Z), L.P.,
Baker Biotech Fund III, L.P., Baker Biotech Fund III (Z), L.P.,
and 14159,
L.P. (collectively, the “Baker Bros. Stockholders”) also holds a warrant
to purchase at $2.40 per share (subject to adjustment as set
forth in such
warrants) on or before April 5, 2011 a number of shares of
Common Stock
equal to the number of shares set forth opposite its name in
the above
table. However, the warrants are not exercisable to the extent
that the
holders thereof and their affiliates would beneficially own,
for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as
amended, more
than 9.999% of the outstanding shares of Common Stock of the
Issuer after
exercise, unless this restriction is waived upon 61 days’ written notice
to the Issuer. As a result of this restriction, the warrants
held by the
Baker Bros. Stockholders are not currently exercisable for
any shares, but
this number of shares will change depending upon changes in
the
outstanding shares or waiver of the restriction. The number
of shares
issuable upon exercise of the warrants held by any particular
Baker Bros.
Stockholder will also depend upon the extent to which the warrants
held by
other Baker Bros. Stockholders have theretofore been
exercised.
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|||
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
||
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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
o.
N/A
|
|||
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
||
|
The
entities listed in Item 4 above are investment funds the
investors in which have the right to receive dividends, interest
and the
proceeds of sale of securities owned by such funds.
|
|||
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company or Control
Person.
|
||
|
N/A
|
|||
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
||
|
N/A
|
|||
|
Item
9.
|
Notice
of Dissolution of Group.
|
||
|
N/A
|
|||
|
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.
|
|||
| April 20, 2006 | |||
| /s/ Felix J. Baker | |||
|
Felix
J. Baker
|
|||
|
/s/
Julian C. Baker
|
|||
|
Julian
C. Baker
|
| April 20, 2006 | |||
| /s/ Felix J. Baker | |||
|
Felix
J. Baker
|
|||
|
/s/
Julian C. Baker
|
|||
|
Julian
C. Baker
|