Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. _____)
Idenix
Pharmaceuticals, Inc.
(Name of
Issuer)
COMMON
STOCK, PAR VALUE $.001 PER SHARE
(Title of
Class of Securities)
45166R
20 4
(CUSIP
Number)
Jean-Pierre
Sommadossi
2
Avery Street
Apartment
21E
Boston,
MA 02111
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
28, 2010
(Date of
Event Which Requires Reporting of this Statement)
If the
reporting person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is reporting this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. o
* The
remainder of this cover page shall be filled out for a reporting person’s
initial reporting 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
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SCHEDULE
13D
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| CUSIP No. 45166R 20 4 |
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| 1 |
Name of Reporting Person
I.R.S.
Identification No. of Above Person (entities
only). |
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| 2 |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) o
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(b) o
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| 3 |
SEC Use Only |
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Source
of Funds (See Instructions) (See item 3)
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PF
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| 5 |
Check if
Disclosure of Legal Proceeding isRequired
Pursuant to Items 2(d) or 2(e)
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o
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Citizenship
or Place of Organization
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France
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7 |
Sole Voting Power |
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4,504,6821
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8 |
Shared Voting Power |
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None |
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9 |
Sole Dispositive Power |
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4,504,6821
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10 |
Shared Dispositive Power |
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None
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| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
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4,504,6821
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| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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| 13 |
Percent
of Class Represented by Amount in Row (11)
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5.98%2
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| 14 |
Type
of Reporting Person
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IN
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(1) Consists
of 2,168,569 shares of Common Stock owned by Jean-Pierre Sommadossi
(“Sommadossi”), and 2,336,113 shares of Common Stock underlying outstanding
options held by Sommadossi that are currently exercisable. Does not
include 161,185 shares of Common Stock held by the JPS 1998 Irrevocable
Trust. Sommadossi does not have dispositive or voting power over the
shares of Common Stock held by the trust.
(2) The
percentage was calculated based upon 75,319,283 shares of Common Stock, as
follows: 72,983,170 shares of Common Stock outstanding as of
December 31, 2010, as disclosed by the Issuer to the Reporting Person, and
2,336,113 shares of Common Stock underlying outstanding options held by
Sommadossi, all of which are currently exercisable.
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Item
1.
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Security and
Issuer.
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This
Schedule 13D is filed with respect to the common stock, par value $0.001 per
share (the “Common Stock”), of Idenix Pharmaceuticals, Inc., a Delaware
corporation (the “Issuer”). The address of the principal offices of
the Issuer is 60 Hampshire Street, Cambridge, Massachusetts
02139.
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Item
2.
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Identity and
Background.
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(a) This
Schedule 13D is being filed on behalf of Jean-Pierre Sommadossi (the “Reporting
Person”).
(b) The
address of the Reporting Person is 2 Avery Street, Apartment 21E, Boston,
MA 02111.
(c) The
Reporting Person is a seasoned life sciences company executive. The
Reporting Person founded the Issuer and is the Issuer’s former Chief Executive
Officer and Chairman of the Board.
(d) During
the past five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) The
Reporting Person is not, and during the last five years was not, subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws as a result
of a civil proceeding before a judicial or administrative body of competent
jurisdiction nor has any such judicial or administrative body found that the
Reporting Person was in violation of such laws.
(f) The
Reporting Person is a French citizen.
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Item
3.
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Source and Amount of
Funds or Other
Consideration.
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In 1998,
the Reporting Person used $2,213 of his personal funds to acquire 2,213,395
shares of Common Stock. This payment represents the par value of such
shares. The Reporting Person also used $100,000 of his personal funds
to acquire 100,000 shares of the Issuer’s preferred stock which were converted
into 100,000 shares of Common Stock in connection with the Issuer’s initial
public offering in 2004. Of the foregoing shares, 161,185 shares of
Common Stock were transferred to the JPS 1998 Irrevocable Trust (the “Trust”) in
1998. Sommadossi has neither dispositive nor voting power over the
shares held by the Trust, and the shares are not included in this Schedule
13D. In July 2004, the Reporting Person used $89,096 of his personal
funds to purchase 6,364 shares of Common Stock and in May 2006, the Reporting
Person used $91,300 of his personal funds to purchase 10,000 shares of Common
Stock. All of the options held by the Reporting Person were issued to
him as incentive compensation in connection with his former employment by the
Issuer.
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Item
4.
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Purpose of
Transaction.
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The
purpose of the acquisitions of the Common Stock, directly or indirectly, by the
Reporting Person is general investment purposes. The options held by
the Reporting Person were received as incentive compensation paid to him in
connection with his former employment by the Issuer. The Reporting
Person may, from time to time, depending on prevailing market, economic and
other conditions, acquire additional shares of the Common Stock or other
securities of the Issuer. The Reporting Person intends to review his
investment in the Issuer on a continuing basis and, depending upon the price and
availability of shares of Common Stock, subsequent developments affecting the
Issuer, the Issuer’s business and prospects, other investment and business
opportunities available to the Reporting Person, general stock market and
economic conditions, tax considerations and other factors considered relevant,
may decide at any time to increase or to decrease the size of their investment
in the Issuer.
Except as
set forth in this Schedule 13D, the Reporting Person has made no proposals, and
has entered into no agreements, which would be related to or would result in any
of the events or matters described in Item 4 of Schedule 13D.
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Item 5.
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Interest
in Securities of the Issuer.
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(a) According
to the Issuer, as of December 31, 2010, there were 72,983,170 shares of
Common Stock outstanding. The Reporting Person beneficially owns
(i) 2,168,569 shares of Common Stock, representing approximately 2.88% of
the issued and outstanding shares of Common Stock, including the shares of
Common Stock underlying of outstanding options to purchase 2,336,113 shares of
Common Stock held by the Reporting Person, all of which have vested and are
currently exercisable (the “Options”) and (ii) 2,336,113 shares of Common
Stock underlying the Options, representing 3.10% of the issued and outstanding
shares of Common Stock (calculated giving effect to the exercise of the
Options).
(b) The
Reporting Person has sole power to vote and dispose of 4,504,682 shares of
Common Stock (giving effect to the shares of Common Stock underlying the
Options).
(c) On
October 28, 2010, the Issuer granted to the Reporting Person options to purchase
329,863 shares of Common Stock. All of the options were immediately
exercisable. The exercise price of the options is $4.28 per
share.
(d) Not
applicable.
(e) Not
applicable.
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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Under
that certain Employment Agreement dated May 6, 2003, as amended, by and between
the Reporting Person and the Issuer, all issued and outstanding options issued
by the Issuer to the Reporting Person became vested when the Reporting Person
ceased to be an employee of the Issuer on October 31, 2010.
Reference
is made to that certain Amended and Restated Stockholders’ Agreement (the
“Stockholders Agreement”) entered into as of July 27, 2004, by and among the
Issuer and the parties set forth on Exhibit A attached thereto (including the
Reporting Person). Under the Stockholders’ Agreement, subject to
certain limitations, the Reporting Person and certain other holders of Common
Stock, collectively referred to as the preference holders, may, in each case
acting by majority vote and subject to specified limitations, demand that the
Issuer register all or a portion of their Common Stock, including any shares
acquired pursuant to their rights under the Stockholders Agreement, for sale
under the Securities Act of 1933 (the “Act”), so long as the aggregate value of
the Common Stock so requested to be registered is equal to or greater than
$10,000,000. Subject to several exceptions, any preference holder,
including the Reporting Person, has the right to demand that the Issuer file up
to three registrations on their behalf. Once the Issuer is entitled
to register the Common Stock on Form S-3, the Reporting Person and the
preference holders may, subject to certain exceptions, including a requirement
that the aggregate value of the Common Stock so requested to be registered is
equal to or greater than $5,000,000, make unlimited demands for registration of
their securities.
The
Reporting Person's right to demand or include shares in a registration is
subject to the right of the underwriters, if any, to limit the number of shares
included in an offering. The Issuer will pay all fees, costs and
expenses of any demand registrations and registrations on Form S-3, and the
holders of the securities being registered will pay all selling
expenses. The Reporting Person's registration rights terminate upon
the later to occur of May 8, 2013 and such time as he ceases to be an affiliate
of the Issuer and is permitted to resell all registrable securities under the
agreement held by such Reporting Person pursuant to Rule 144 of the
Act.
If the
Issuer registers any shares of Common Stock, either for its own account or for
the account of other security holders, the Reporting Person will be entitled to
notice of the registration and to include all or a portion of his Common Stock
in the registration.
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Item 7.
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Material
to Be Filed As
Exhibits.
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Exhibit
1
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Employment
Agreement, dated as of May 6, 2003, by and between the Issuer and
Jean-Pierre Sommadossi (incorporated by reference from Exhibit 10.5 to the
Issuer’s Registration Statement on Form S-1 (No.
333-111157).
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Exhibit
2
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Amended
and Restated Stockholders' Agreement by and among the Issuer, Novartis
Pharma and the stockholders identified on the signature pages thereto
(incorporated by reference from Exhibit 10.16 to the Issuer’s Annual
Report on Form 10-K for the year ended December 31,
2004).
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and
correct.
Dated: February
10, 2011
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By:
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/s/ Jean-Pierre
Sommadossi |
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Jean-Pierre
Sommadossi |
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