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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
TRIANGLE PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
89589H104
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(CUSIP Number)
Standish M. Fleming
Ivor Royston
c/o Forward Ventures
10975 Torreyana Road
Suite 230
San Diego, CA 92121
(619) 677-6077
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
(Continued on following pages)
Page 1 of 10 Pages
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CUSIP NO. 89589H104 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STANDISH M. FLEMING
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER 84,078
OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,259,391++
OWNED BY --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 84,078
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,259,391++
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,343,469++
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
++ 1,025,000 of these shares are held by Forward Ventures II, L.P., of which
Forward II Associates, L.P. is the general partner, of which Mr. Fleming is
a general partner. An additional 233,663 of these shares are held by
Forward Ventures III, L.P., of which Forward III Associates, L.L.C. is the
general partner, of which Mr. Fleming is a managing member. Mr. Fleming
disclaims beneficial ownership of these 1,258,663 shares other than to the
extent of his individual partnership and member interests.
Page 2 of 10 Pages
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CUSIP NO. 89589H104 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IVOR ROYSTON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER 61,277
OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,287,226++
OWNED BY --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 61,277
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,287,226++
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,348,503++
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.7%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
++ 1,025,000 of these shares are held by Forward Ventures II, L.P., of which
Forward II Associates, L.P. is the general partner, of which Dr. Royston is
a general partner. An additional 233,663 of these shares are held by
Forward Ventures III, L.P., of which Forward III Associates, L.L.C. is the
general partner, of which Dr. Royston is a managing member. Dr. Royston
disclaims beneficial ownership of these 1,258,663 shares other than to the
extent of his individual partnership and member interests.
Page 3 of 10 Pages
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This Amendment No. 2 to Schedule 13D amends the Schedule 13D initially
filed on November 12, 1996, as amended by Amendment No. 1 thereto filed on
December 30, 1996 (collectively, with all amendments thereto, the "Schedule
13D") and reports the distribution of the 450,000 shares of Common Stock, $0.001
par value per share (the "Common Stock"), of Triangle Pharmaceuticals, Inc., a
Delaware corporation (the "Issuer"), held by Forward Ventures II, L.P. (of which
Forward II Associates, L.P. is the general partner, of which Mr. Fleming and
Dr. Royston are general partners) to its limited and general partners.
The Schedule 13D is hereby amended by this Amendment No. 2 to Schedule 13D
as follows:
ITEM 2. IDENTITY AND BACKGROUND
Item 2 as reported on the Schedule 13D is hereby amended and restated in
its entirety as follows:
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the undersigned hereby jointly file
this statement on Amendment No. 2 to Schedule 13D on behalf of: (i) Standish
M. Fleming, a member of the Board of Directors of the Issuer, a Co-Trustee of
the Fleming Family Children's Trust, a general partner of Forward II
Associates, L.P. and a managing member of Forward III Associates, L.L.C., and
(ii) Ivor Royston, the President of the Sidney Kimmel Cancer Center, a
general partner of Forward Ventures and a Co-Trustee of both the Royston
Family Trust UTD March 18, 1992 (the "Royston Family Trust") and the Royston
Family Children's Trust (the "Royston Children's Trust"). Mr. Fleming and
Dr. Royston are sometimes hereinafter referred to collectively as the
"Reporting Persons." Mr. Fleming beneficially owns Common Stock individually
and in his capacity as Co-Trustee of the Fleming Family Children's Trust, and
may also be deemed to beneficially own additional Common Stock as a result of
his position as a general partner (through other entities) of two
partnerships affiliated with Forward Ventures. Dr. Royston beneficially owns
Common Stock individually and in his capacity as a Co-Trustee of the Royston
Family Trust and the Royston Children's Trust, and may also be deemed to
beneficially own additional Common Stock as a result of his position as a
general partner (through other entities) of two partnerships affiliated with
Forward Ventures. Mr. Fleming and Dr. Royston are making this single, joint
filing to comply with the reporting requirements with respect to Common Stock
of the Issuer that each beneficially owns.
Forward Ventures is affiliated with several separate partnerships, two of
which beneficially own Common Stock of the Issuer: Forward Ventures II, L.P., a
Delaware limited partnership (sometimes hereafter referred to as "Forward II"),
and Forward Ventures III, L.P., a Delaware limited partnership (sometimes
hereafter referred to as "Forward III"). Forward II Associates, L.P. is the
general partner of Forward II and Mr. Fleming and Dr. Royston are the general
partners of Forward II Associates, L.P. Forward III Associates, L.L.C. is the
general partner of Forward III and Mr. Fleming and Dr. Royston are the managing
members of Forward III Associates, L.L.C. As a result of their positions as
general partners of Forward II Associates, L.P. and managing members of Forward
III Associates, L.L.C., Mr. Fleming and Dr. Royston may be deemed pursuant to
Rule 13d-3 to beneficially own the Common Stock owned by Forward II and Forward
III. Mr. Fleming and Dr. Royston, however, disclaim beneficial ownership of the
shares owned by Forward II and Forward III other than to the extent of their
individual partnership and member interests.
A. STANDISH M. FLEMING -- INDIVIDUAL
(a) Standish M. Fleming.
(b) Business address: 10975 Torreyana Road, Suite 230, San Diego, CA 92121.
(c) Present principal occupation: General Partner of Forward II
Associates, L.P. and a managing member of Forward III Associates,
L.L.C. (private investor).
Page 4 of 10 Pages
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(d)-(e) Standish M. Fleming has not, during the last five years, been
convicted in any criminal proceeding, excluding traffic violations or similar
misdemeanors, nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship: USA.
B. IVOR ROYSTON -- INDIVIDUAL
(a) Ivor Royston.
(b) Business address: 3099 Science Park Road, Suite 200, San Diego, CA
92121.
(c) Present principal occupation: President of the Sidney Kimmel Cancer
Center.
(d)-(e) Ivor Royston has not, during the last five years, been convicted in
any criminal proceeding, excluding traffic violations or similar misdemeanors,
nor been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: USA.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Except as otherwise expressly indicated below, the information provided in
Item 3 has not changed since the filing of Amendment No. 1.
Mr. Fleming directly acquired 21,280 shares of the Issuer's Common Stock,
and indirectly acquired 728 shares as a Co-Trustee of the Fleming Family
Children's Trust, as part of a distribution of Issuer Common Stock by Forward
Ventures II, L.P. to its partners on September 15, 1997. As such securities
were acquired in connection with the September 15, 1997 distribution, and were
accordingly not purchased, no consideration was used.
Dr. Royston directly acquired 61,277 shares of the Issuer's Common Stock,
and indirectly acquired 5,822 shares as a Co-Trustee of the Royston Family Trust
and the Royston Children's Trust, as part of a distribution of Issuer Common
Stock by Forward Ventures II, L.P. to its partners on September 15, 1997. As
such securities were acquired in connection with the September 15, 1997
distribution, and were accordingly not purchased, no consideration was used.
ITEM 4. PURPOSE OF TRANSACTION
Except as otherwise expressly indicated below, the information provided in
Item 4 has not changed since the filing of Amendment No. 1.
Mr. Fleming, individually and in his capacity as a Co-Trustee of the
Fleming Family Children's Trust, acquired the Common Stock as set forth in Item
5(c)(1) of this Schedule 13D for investment purposes.
Page 5 of 10 Pages
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Dr. Royston, individually and in his capacity as a Co-Trustee of the
Royston Family Trust and the Royston Children's Trust, acquired the Common Stock
as set forth in Item 5(c)(2) of this Schedule 13D for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Except as otherwise expressly indicated below, the information provided in
Item 5 has not changed since the filing of Amendment No. 1.
(a) Mr. Fleming beneficially owns 84,078 shares of Common Stock
individually and 728 shares of Common Stock as a Co-Trustee of the Fleming
Family Children's Trust, and may be deemed to beneficially own an additional
1,258,663 shares of Common Stock by virtue of his shared voting and dispositive
power over these shares which are held by the Forward Funds. Mr. Fleming's
total beneficial ownership of 1,343,469 shares represents 6.7% of the
outstanding Common Stock of the Issuer (calculated pursuant to Rule
13d-3(d)(1)).
Dr. Royston beneficially owns 61,277 shares of Common Stock
individually and 28,563 shares of Common Stock as a Co-Trustee of each of the
Royston Trusts, and may be deemed to beneficially own an additional 1,258,663
shares of Common Stock by virtue of his shared voting and dispositive power over
these shares which are held by the Forward Funds. Dr. Royston's total
beneficial ownership of 1,348,503 shares represents 6.7% of the outstanding
Common Stock of the Issuer (calculated pursuant to Rule 13d-3(d)(1)).
Forward II beneficially owns 1,025,000 shares of Common Stock.
Forward II's total beneficial ownership of 1,025,000 shares represents 5.1% of
the outstanding Common Stock of the Issuer (calculated pursuant to Rule
13d3(d)(1)).
Forward III beneficially owns 233,663 shares of Common Stock. Forward
III's total beneficial ownership of 233,663 shares represents 1.2% of the
outstanding Common Stock of the Issuer (calculated pursuant to Rule 13d3(d)(1)).
(b) Mr. Fleming has sole power to vote and dispose of 84,078 shares of
Common Stock. As a Co-Trustee of the Fleming Family Children's Trust,
Mr. Fleming shares voting and dispositive power over 728 shares of Common Stock.
In addition, as a result of his position as a general partner of Forward II
Associates, L.P., the general partner of Forward II, and a managing member of
Forward III Associates, L.L.C., the general partner of Forward III, Mr. Fleming
shares voting and dispositive power over the 1,025,000 shares of Common Stock
held by Forward II and over the 233,663 shares of Common Stock held by Forward
III, respectively. Mr. Fleming disclaims beneficial ownership of the 1,258,663
shares held by the Forward Funds other than to the extent of his individual
partnership and member interests.
Dr. Royston has sole power to vote and dispose of 61,277 shares of
Common Stock. As a Co-Trustee of each of the Royston Trusts, Dr. Royston shares
voting and dispositive power over an aggregate of 28,563 shares of Common Stock.
In addition, as a result of his position as a general partner of Forward II
Associates, L.P., the general partner of Forward II, and a managing member of
Forward III Associates, L.L.C., the general partner of Forward III, Dr. Royston
shares voting and dispositive power over the 1,025,000 shares of Common Stock
held by Forward II and over the 233,663 shares of Common Stock held by Forward
III, respectively. Dr. Royston disclaims beneficial ownership of these
1,258,663 shares held by the Forward Funds other than to the extent of his
individual partnership and member interests.
(c) In the past sixty (60) days, no other transactions in the Issuer's
securities were effected by the Reporting Persons, or the entities whereby the
Reporting Person's derive beneficial ownership of the Issuer's securities,
except for the following:
Page 6 of 10 Pages
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(1) MR. FLEMING
On September 15, 1997, Forward II, of which Forward II
Associates, L.P. is the general partner, of which Mr. Fleming is a general
partner, distributed 450,000 shares of the Issuer's Common Stock to its
partners. In connection with this distribution, Mr. Fleming directly acquired
21,280 shares of Common Stock. In addition, as a Co-Trustee of the Fleming
Family Children's Trust, Mr. Fleming indirectly acquired 728 shares of Common
Stock pursuant to the September 15, 1997 distribution of Common Stock.
(2) DR. ROYSTON
On September 15, 1997, Forward II, of which Forward II
Associates, L.P. is the general partner, of which Dr. Royston is a general
partner, distributed 450,000 shares of the Issuer's Common Stock to its
partners. In connection this distribution, Dr. Royston directly acquired 61,277
shares of Common Stock. In addition, as a Co-Trustee of the Royston Family
Trust and Royston Children's Trust, Dr. Royston indirectly acquired 5,822 shares
of Common Stock pursuant to the September 15, 1997 distribution of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as otherwise expressly indicated below, the information provided in
this Item 6 has not changed since the filing of Amendment No. 1:
(a) The Reporting Persons hold the shared voting and dispositive power
over the 1,258,663 shares of Common Stock beneficially owned by the Forward
Funds pursuant to written agreements with the Forward Funds and their partners.
The pertinent portions of these agreements have been previously filed as
exhibits to this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Except as otherwise expressly indicated below, the information provided in
Item 7 has not changed since the filing of Amendment No. 1.
(a) Agreement of Joint Filing dated November 7, 1997, between Standish M.
Fleming and Ivor Royston.
Page 7 of 10 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.
November 7, 1997
/s/ Standish Fleming
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STANDISH M. FLEMING
/s/ Ivor Royston
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IVOR ROYSTON
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (SEE 18 U.S.C. 1001).
Page 8 of 10 Pages
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EXHIBIT INDEX
7(a) Agreement of Joint Filing dated November 7, 1997, between Standish M.
Fleming and Ivor Royston.
Page 9 of 10 Pages
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Exhibit 7(a)
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to Rule
13d-1(f)(1) of the Securities Exchange Act of 1934, as amended, the Amendment
No. 2 to Schedule 13D dated November __, 1997 containing the information
required by Schedule 13D for the shares of Common Stock of Triangle
Pharmaceuticals, Inc. held by the undersigned individuals and which Amendment
No. 2 to Schedule 13D amends the original Schedule 13D filed by the undersigned
on November 12, 1996, as amended by Amendment No. 1 thereto filed on
December 30, 1996.
November 7, 1997
/s/ Standish Fleming
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STANDISH M. FLEMING
/s/ Ivor Royston
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IVOR ROYSTON
[Signature Page of Agreement of Joint Filing]
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