<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
-------
CuraGen Corporation
--------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------
(Title of Class of Securities)
23126R 10 1
--------------------------------------
(CUSIP Number)
March 17, 1998
--------------------------------------
(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)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
*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 ("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).
Page 1 of 7 pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 23126R 101 13G PAGE 2 OF 7 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan M. Rothberg, Ph.D.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 3,525,100 shares (includes (i) 500,000 shares of
Common Stock held by a limited partnerships of which
Dr. Rothberg is the sole general partner and of which
the sole limited partner is a trust in which Dr.
Rothberg is the primary beneficiary and (ii) 10,000
shares of Common Stock subject to currently
exercisable options).
SHARES
-----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
3,900 shares (consists of (i) 2,700 shares of Common
Stock held jointly by Dr. Rothberg and his brother,
(ii) 200 shares of Common Stock owned by Dr.
Rothberg's wife and (iii) 1,000 shares of Common Stock
subject to currently exercisable options held by Dr.
Rothberg's wife).
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 3,525,100 shares (includes (i) 500,000 shares of
Common Stock held by a limited partnership of which
Dr. Rothberg is the sole general partner and of which
the sole limited partner is a trust in which Dr.
Rothberg is the primary beneficiary and (ii) 10,000
shares of Common Stock subject to currently
exercisable options).
-----------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
8
WITH 3,900 shares (consists of (i) 2,700 shares of Common
Stock held jointly by Dr. Rothberg and his brother,
(ii) 200 shares of Common Stock owned by Dr.
Rothberg's wife and (iii) 1,000 shares of Common Stock
subject to currently exercisable options held by Dr.
Rothberg's wife).
- ------------------------------------------------------------------------------
<PAGE>
- -----------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,529,000 shares including (i) 500,000 shares of Common Stock held by a
limited partnership of which Dr. Rothberg is the sole partner and of which
the sole limited partner is a trust in which Dr. Rothberg is the primary
beneficiary, (ii) 10,000 shares of Common stock subject to currently
exercisable options, (iii) 2,700 shares of Common Stock held jointly by
Dr. Rothberg and his brother, (iv) 200 shares of Common Stock owned by Dr.
Rothberg's wife and (v) 1,000 shares of Common Stock subject to currently
exercisable options held by Dr. Rothberg's wife.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
Not applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
26.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
Page 3 of 7 pages
<PAGE>
Item 1(a) Name of Issuer
--------------
CuraGen Corporation
Item 1(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
555 Long Wharf Drive
New Haven, CT 06511
Item 2(a) Name of Person Filing
---------------------
Jonathan M. Rothberg, Ph.D.
Item 2(b) Address of Principal Business Office or, if none, Residence
-----------------------------------------------------------
c/o CuraGen Corporation
555 Long Wharf Drive
New Haven, CT 06511
Item 2(c) Citizenship
-----------
United States
Item 2(d) Title of Class of Securities
----------------------------
Common Stock
Item 2(e) CUSIP Number
------------
23126R 10 1
Item 3. If this statement is filed pursuant to Rules 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 Act (15 U.
S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
Page 4 of 7 pages
<PAGE>
(15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment Adviser in accordance with (S)240.13d-1(b)(1)
(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Deposit Insurance Act (12
Section 3(b) of the Federal U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J)
Item 4. Ownership
---------
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
3,529,000 shares including (i) 500,000 shares of Common Stock held by
a limited partnership of which Dr. Rothberg is the sole general partner and of
which the sole limited partner is a trust in which Dr. Rothberg is the primary
beneficiary, (ii) 10,000 shares of Common Stock subject to currently exercisable
options, (iii) 2,700 shares of Common Stock held jointly by Dr. Rothberg and his
brother, (iv) 200 shares of Common Stock owned by Dr. Rothberg's wife and (v)
1,000 shares of Common Stock subject to currently exercisable options held by
Dr. Rothberg's wife.
(b) Percent of Class:
26.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Page 5 of 7 pages
<PAGE>
3,525,100 shares (includes (i) 500,000 shares of Common Stock
held by a limited partnership of which Dr. Rothberg is the sole
general partner and of which the sole limited partner is a
trust in which Dr. Rothberg is the primary beneficiary and (ii)
10,000 shares of Common Stock subject to currently exercisable
options).
(ii) shared power to vote or to direct the vote:
3,900 shares (consists of (i) 2,700 shares of Common Stock held
jointly by Dr. Rothberg and his brother, (ii) 200 shares of
Common Stock owned by Dr. Rothberg's wife and (iii) 1,000
shares of Common Stock subject to currently exercisable options
held by Dr. Rothberg's wife).
(iii) sole power to dispose or to direct the disposition of:
3,525,100 shares (includes (i) 500,000 shares of Common Stock
held by a limited partnership of which Dr. Rothberg is the sole
general partner and of which the sole limited partner is a
trust in which Dr. Rothberg is the primary beneficiary and (ii)
10,000 shares of Common Stock subject to currently exercisable
options).
(iv) shared power to dispose or to direct the disposition of:
3,900 shares (consists of (i) 2,700 shares of Common Stock held
jointly by Dr. Rothberg and his brother, (ii) 200 shares of
Common Stock owned by Dr. Rothberg's wife and (iii) 1,000
shares of Common Stock subject to currently exercisable options
held by Dr. Rothberg's wife).
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 of securities, check the following. [ ]
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
-------
Page 6 of 7 pages
<PAGE>
Not applicable.
Item 8. Identification and Classification of Members of the Group
---------------------------------------------------------
Not applicable.
Item 9. Notice of Dissolution of Group
------------------------------
Not applicable.
Item 10. Certification
-------------
Not applicable.
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.
February 2, 1999
----------------------------------
(Date)
/s/ Jonathan M. Rothberg
----------------------------------
(Signature)
Jonathan M. Rothberg
----------------------------------
(Name and Title)
Page 7 of 7 pages
