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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 13d-2(b)
(Amendment No. 1)(1)
Corixa Corporation
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
21887F100
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(CUSIP Number)
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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)
(CONTINUED ON FOLLOWING PAGE(s))
(Page 1 of 10 Pages)
__________________
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in 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 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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CUSIP NO. 21887F100 13G Page 2 of 10 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Standish M. Fleming
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5. SOLE VOTING POWER
NUMBER 40,679 (+) shares of Common Stock.
OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 519,807 (++) shares of Common Stock.
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 40,679 (+) shares of Common Stock.
PERSON
WITH 8. SHARED DISPOSITIVE POWER
519,807 (++) shares of Common Stock.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,486 (+) (++) shares of Common Stock.
______________________
(+) Includes 1,510 shares of Common Stock issuable upon the exercise of
warrants within 60 days of December 31, 1998. Also includes 351 shares of
Common Stock and 351 shares of Common Stock held directly by the Fleming Family
Trust and Fleming Family Children's Trust, respectively. Mr. Fleming is a Co-
Trustee of both trusts.
(++) Includes 60,273 shares of Common Stock issuable upon the exercise of
warrants and 519,807 shares of Common Stock, all of which are directly owned 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. Mr. Fleming disclaims
beneficial ownership of these 519,807 shares other than to the extent of his
individual partnership interest.
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2% as of December 31, 1998.
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 21887F100 13G Page 4 of 10 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ivor Royston
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5. SOLE VOTING POWER
NUMBER 44,028 (+) shares of Common Stock.
OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 519,807 (++) shares of Common Stock.
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 44,028 (+) shares of Common Stock.
PERSON
WITH 8. SHARED DISPOSITIVE POWER
519,807 (++) shares of Common Stock.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,835 (+) (++) shares of Common Stock.
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(+) Includes 1,510 shares of Common Stock issuable upon the exercise of
warrants and 1,404 shares of Common Stock, all of which are held directly by the
Royston Family Trust, of which Dr. Royston is a Co-Trustee. Also includes 1,404
shares of Common Stock held directly by the Royston Family Children's Trust, of
which Dr. Royston is a Co-Trustee.
(++) Includes 60,273 shares of Common Stock issuable upon the exercise of
warrants and 519,807 shares, all of which are directly owned 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. Dr. Royston disclaims beneficial
ownership of these 519,807 shares other than to the extent of his individual
partnership interest.
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2% as of December 31, 1998.
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(a). NAME OF ISSUER:
Corixa Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1124 Columbia Street, Suite 200
Seattle, WA 98104
ITEM 2(a). NAME OF PERSON FILING:
Pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, this statement is being filed jointly by
(i) Standish M. Fleming, a general partner of Forward II
Associates, L.P. and a Co-Trustee of the Fleming Family Trust
UTD 9/25/97 and Fleming Family Children's Trust UTD 10/1/94, and
(ii) Ivor Royston, a general partner of Forward II Associates,
L.P. and a Co-Trustee of the Royston Family Trust UTD March 18,
1992 and Royston Family Children's Trust UTD 2/23/82. Mr.
Fleming and Dr. Royston are making this single, joint filing to
comply with the reporting requirements with respect to Common
Stock of Corixa Corporation that each beneficially owns.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Forward II Associates, L.P.
9255 Towne Centre Drive, Suite 300
San Diego, CA 92121
ITEM 2(c). CITIZENSHIP:
USA
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
21887F100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR
13D-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
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ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of cover page for
each individual.
(b) Percent of Class: See Row 11 of cover page for each
individual.
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: See Row 5
of cover page for each individual.
(ii) shared power to vote or to direct the vote: See Row
6 of cover page for each individual.
(iii) sole power to dispose or to direct the disposition
of: See Row 7 of cover page for each individual.
(iv) shared power to dispose or to direct the disposition
of: See Row 8 of cover page for each individual.
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 persons have ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following /x/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
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ITEM 10. CERTIFICATIONS.
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 in and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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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.
Date: February 11, 1999
/s/ Standish M. Fleming
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Standish M. Fleming
/s/ Ivor Royston
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Ivor Royston
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Exhibit 1
Agreement Relating to Joint Filing of Schedule 13-G
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the undersigned hereby agree that a single Schedule 13G (or any
amendment thereto) relating to the Common Stock of Corixa Corporation shall
be filed on behalf of each of the undersigned and that this Agreement shall
be filed as an exhibit to such Schedule 13G.
Dated: February 11, 1999
/s/ Standish M. Fleming
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Standish M. Fleming
/s/ Ivor Royston
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Ivor Royston
