SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. _________)
PathoGenesis Corporation
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
70321E104
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(CUSIP Number)
July 31, 1998
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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)
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CUSIP NO. 70321E104 13G Page 2 of 6 Pages
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1 Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Marvin B. Tepper
2
Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
U.S.A.
Number of 5 Sole Voting Power
Shares 46,116 (all 46,116 shares underlying exercisable
Beneficially options)
Owned by
Each
Reporting
Person with
6 Shared Voting Power
800,000
7 Sole Dispositive Power
46,116 (all 46,116 shares underlying exercisable
options)
8 Shared Dispositive Power
800,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
846,116
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9
5.2%
12 Type of Reporting Person
IN
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CUSIP NO. 70321E104 13G Page 3 of 6 Pages
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Item 1(a). Name of Issuer:
PathoGenesis Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
201 Elliott Avenue West
Seattle, Washington 98119
Item 2(a). Name of Person Filing:
Marvin B. Tepper
Item 2(b). Address of Principal Office, or if None, Residence:
c/o Sterling PathoGenesis Company
575 Fifth Avenue
New York, NY 10017
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share.
Item 2(e). CUSIP Number:
70321E104
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the
Exchange Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund n accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
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CUSIP NO. 70321E104 13G Page 4 of 6 Pages
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(h) |_| A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act.
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. |X|
Item 4. Ownership:
The following information is as of August 4, 1998(1):
(a) Amount Beneficially Owned: 846,116
(b) Percent of Class: 5.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
46,116
(ii) shared power to vote or to direct the vote: 800,000
(iii) sole power to dispose or to direct the disposition
of:
46,116
(iv) shared power to dispose or to direct the
disposition of:
800,000
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
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
800,000 shares are held by Sterling PathoGenesis Company
("Sterling") of which Mr. Tepper is a partner. Sterling has the
right to receive proceeds from the sale of such shares. Mr. Tepper
disclaims beneficial ownership of such shares, except to the
extent of his pecuniary interest. Certain other partners in
Sterling hold securities of the Issuer outside of Sterling.
Item 7. Identification and Classification of the Subsidiary whichAcquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
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(1) As of July 31, 1998, the amount beneficially owned and percent
of class were: 824,866 shares and 5.1%.
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CUSIP NO. 70321E104 13G Page 5 of 6 Pages
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Item 8. Identification and Classification of Members of a 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.
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CUSIP NO. 70321E104 13G Page 6 of 6 Pages
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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.
September 2, 1998
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(Date)
/s/ Marvin B. Tepper
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(Signature)
Marvin B. Tepper
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(Name/Title)
