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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
9255 Towne Centre Drive
Suite 300
San Diego, CA 92121
(619) 677-6077
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 14, 1998
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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 9 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
85,162
NUMBER -------------------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES 1,259,391++
BENEFICIALLY -------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING 85,162
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,259,391++
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,344,553++
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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
5.6%
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14 TYPE OF REPORTING PERSON*
IN
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++ 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. 728 of these
shares are held by the Fleming Family Children's Trust, of which Mr.
Fleming is a Co-Trustee.
PAGE 2 OF 9 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
60,527
NUMBER -------------------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES 1,287,226++
BENEFICIALLY -------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING 60,527
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,287,226++
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,347,753++
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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
5.6%
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14 TYPE OF REPORTING PERSON*
IN
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++ 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. 22,674 and
5,889 of these shares are held by the Royston Family Trust and the Royston
Children's Trust, respectively. Dr. Royston is a Co-Trustee of both
trusts.
PAGE 3 OF 9 PAGES
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This Amendment No. 3 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, and as amended by Amendment No. 2 thereto filed on November
10, 1997 (collectively, with all amendments thereto, the "Schedule 13D") and
reports the decrease in the percentage of beneficial ownership of Common Stock,
$0.001 par value per share (the "Common Stock"), of Triangle Pharmaceuticals,
Inc., a Delaware corporation (the "Issuer"), held by Mr. Fleming and
Dr. Royston.
Only those items amended are reported herein.
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. 3 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 and a general partner of Forward Ventures, a
venture capital firm ("Forward Ventures"), 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" and, together with the Royston Family Trust, the "Royston Trusts"). 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" and, together with Forward II, the
"Forward Funds"). 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: 9255 Towne Centre Drive, Suite 300, San Diego, CA
92121.
(c) Present principal occupation: General Partner of Forward Ventures
(private investor).
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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 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. 2.
(a) Mr. Fleming beneficially owns 85,162 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 5.6% of the
outstanding Common Stock of the Issuer (calculated pursuant to Rule
13d-3(d)(1)).
Dr. Royston beneficially owns 60,527 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 5.6% 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 4.3% of
the outstanding Common Stock of the Issuer (calculated pursuant to Rule
13d-3(d)(1)).
Forward III beneficially owns 233,663 shares of Common Stock. Forward
III's total beneficial ownership of 233,663 shares represents 1.0% of the
outstanding Common Stock of the Issuer (calculated pursuant to Rule
13d-3(d)(1)).
PAGE 5 OF 9 PAGES
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Agreement of Joint Filing dated August 6, 1998, between Standish M.
Fleming and Ivor Royston.
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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.
August 6, 1998
/s/ Standish Fleming
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STANDISH M. FLEMING
/s/ Ivor Royston
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IVOR ROYSTON
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EXHIBIT INDEX
7(a) Agreement of Joint Filing dated August 6, 1998, between Standish M.
Fleming and Ivor Royston.
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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. 3 to Schedule 13D dated August 6, 1998 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. 3 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, 1998 and as amended by Amendment No. 2 thereto filed on
November 10, 1997.
August 6, 1998
/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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