SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D (Amendment No. 2)
Under the Securities Exchange Act of 1934
Xytronyx, Inc.
----------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
984175109
---------------------------
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 6, 1996
-------------
(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 Statement because of Rule 13d-1(b)(3) or
(4), check the following:
( )
Check the following box if a fee is being paid with this
Statement:
( )
CUSIP NO. [984175109] 13D
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital Asset Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3 below)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,322,927
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
5,322,927
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,322,927
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
14 TYPE OF REPORTING PERSON*
CO
CUSIP NO. [984175109] 13D
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Domestic Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3 below)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,966,427
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,966,427
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,966,427
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON*
PN
CUSIP NO. [984175109] 13D
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3 below)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,356,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,356,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,356,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
CUSIP NO. [984175109] 13D
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald, M.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3 below)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,755,310
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
5,755,310
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,755,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.6%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
(a) Common Stock, $.02 par value ("Shares")
Xytronyx, Inc.
6730 Mesa Ridge Rd.,
San Diego, CA 92121
619-550-3900
Item 2. Identity and Background.
Names of Persons Filing:
(a) This statement is filed on behalf of Paramount Capital Asset
Management, Inc. ("Paramount Capital"), Aries Domestic Fund, L.P.
("Aries Domestic"), The Aries Trust ("Aries Trust") and Lindsay A.
Rosenwald, M.D. ("Dr. Rosenwald" and collectively with Paramount
Capital, Aries Domestic and Aries Trust, the "Reporting Parties").
See attached Exhibit A which is a copy of their agreement in
writing to file this statement on behalf of each of them.
(b) The business address of Paramount Capital, Aries Domestic and Dr.
Rosenwald is 787 Seventh Avenue, New York, New York, 10019. The
business address for Aries Trust is c/o MeesPierson (Cayman)
Limited, P.O. Box 2003, British American Centre, Phase 3, Dr. Roy's
Drive, George Town, Grand Cayman.
(c) Dr. Rosenwald is an investment banker, venture capitalist, fund
manager and sole shareholder of Paramount Capital,(1) a Subchapter S
corporation incorporated in the State of Delaware. Paramount
Capital is the General Partner of Aries Domestic,(2) a limited
partnership incorporated in Delaware. Paramount Capital is the
Investment Manager to Aries Trust,(3) a Cayman Islands Trust.
_________________
1 Please see attached Exhibit B indicating the executive
officers and directors of Paramount Capital and providing
information called for by Items 2-6 of this statement as to
said officers and directors. Exhibit B is herein
incorporated by reference.
2 Please see attached Exhibit C indicating the general partner
of Aries Domestic and the general partner's executive officers
and directors and providing information called for by Items 2-6
of this statement as to said general partners, officers and
directors. Exhibit C is herein incorporated by reference.
3 Please see attached Exhibit D indicating the investment manager
of the Aries Trust and the investment manager's executive officers
and directors and providing information called for by Items 2-6 of
this statement as to said investment manager and officers and
directors. Exhibit D is herein incorporated by reference.
(d) The Reporting Parties and their respective officers, directors,
general partners, investment managers, or trustees have not, during
the five years prior to the date hereof, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Parties and their respective officers, directors,
general partners, investment managers, or trustees have not been,
during the five years prior to the date hereof, parties to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person 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) Dr. Rosenwald is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Since December 6, 1995, the date of the original schedule 13D
filing of the Reporting Parties, Aries Domestic and the Aries Trust
acquired additional securities of the Issuer as detailed below. On
October 8, 1996, Aries Domestic received warrants to purchase
45,000 shares of common stock of the Issuer, and the Aries Trust
received warrants to purchase 105,000 shares of common stock of the
Issuer in connection with a line of credit of up to $500,000 which
Aries Domestic and the Aries Trust extended to the Issuer.
In connection with the closing (the "Closing") of a private
offering (the "Offering") of securities of the Issuer, Aries
Domestic used its general funds to effect the purchase of 8.6 units
(the "Units"), each Unit consisting of 500 shares of Premium
Preferred Stock (the "Preferred Stock") and warrants to purchase
50,000 shares of common stock of the Issuer for an aggregate amount
of 4,299 shares of Preferred Stock (which shares of Preferred Stock
are convertible into 895,625 shares of common stock of the Issuer
based on a conversion rate of 208.33 shares of common stock per
share of preferred stock) and warrants to purchase 429,900 shares
of common stock of the Issuer for an approximate aggregate purchase
price of $860,000. On the same date and in the same Offering, the
Aries Trust used its general funds to effect the purchase of 16.68
Units for an aggregate amount of 8,340 shares of Preferred Stock
(which shares of Preferred Stock are convertible into 1,737,500
shares of common stock of the Issuer based on a conversion rate of
208.33 shares of common stock per share of preferred stock) and
warrants to purchase 834,000 shares of common stock of the Issuer
for an approximate aggregate purchase price of $1,668,000.
In addition, the Aries Domestic also received 0.86 Unit Purchase
Options to purchase 430 shares of Preferred Stock (convertible into
89,562 shares of common stock of the Issuer based on a conversion
rate of 208.33 shares of common stock per share of preferred stock)
and warrants to purchase 42,990 shares of common stock of the
Issuer. Similarly, the Aries Trust received 1.668 Unit Purchase
Options to purchase 834 shares of Preferred Stock of the Issuer
(convertible into 173,750 shares of common stock of the Issuer
based on a conversion rate of 208.33 shares of common stock per
share of preferred stock) and warrants to purchase 83,400 shares of
common stock of the Issuer.
Item 4. Purpose of Transaction.
The Reporting Parties have acquired shares of Common Stock of the
Issuer as an investment in the Issuer.
In December, 1996, the Issuer effected certain changes to its
management and Board of Directors, including but not limited to,
replacing its Chief Executive Officer. Mr. Michael S. Weiss, a
member of the Issuer's Board of Directors and Senior Managing
Director of Paramount Capital, Inc. (an investment bank related to
Paramount Capital), voted in favor of these changes. As previously
set forth in Item 4., Paramount Capital, Inc. has acted as
placement agent for the Issuer in connection with its November,
1995 and March, 1996 private offering of securities.
Except as indicated in this Schedule 13D, the Reporting Parties
currently have no plans or proposals that relate to or would result
in any of the matters described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of April 15, 1997, Paramount Capital, through acquisition
of the shares by the Aries Trust and Aries Domestic,
beneficially owned 400,000 shares of common stock of the
Issuer, warrants to purchase an additional 1,913,990, 12,639
shares of preferred stock of the Issuer (convertible into
2,633,125 common stock of the Issuer), 1,264 warrants to
purchase shares of preferred stock (which shares of preferred
stock shall be convertible into 263,312 shares of common
stock) and 0.625 Units (convertible into 50,000 shares of
common stock and 62,500 warrants to purchase shares of common
stock) or 39.7% of the Issuer's securities on a fully diluted
basis and Aries Domestic, the Aries Trust and Dr. Rosenwald
beneficially owned as follows:
Percent Amount Owned
------- ------------
Aries Domestic 19.8%(4) 200,000 shares of common stock
724,990 warrants to purchase
shares of common stock
895,625 shares of common stock
(underlying 4,299 shares of
preferred stock)
0.3125 Units (convertible into
25,000 shares of common
stock and 31,250 warrants to
purchase shares of common
stock)
430 warrants to purchase shares
of preferred shares (which
shares of preferred stock are
convertible into 89,562
shares of common stock)
Aries Trust 28.4%(4) 200,000 common shares
1,189,000 warrants to purchase
shares of common stock
1,737,500 shares of common stock
(underlying 8,340 shares of
preferred stock)
0.3125 Units (convertible into
25,000 shares of common
stock and 31,250 warrants to
purchase shares of 834 warrants
to purchase shares of
preferred shares (which shares
of preferred stock are
convertible into 173,750 shares
of common stock)
Dr. Rosenwald 41.7%(4) 2.40213 Units (convertible into
192,170 shares of common stock
and 240,213 warrants to purchase
shares of common stock).
----------------
4 As of the date of this filing, Aries Domestic, the
Aries Trust and Dr. Rosenwald had not received any of
the warrants, Preferred Stock or Unit Purchase Options
issuable in connection with the Offering as more fully
set forth in Item 3.
(b) Dr. Rosenwald and Paramount Capital share the power to vote or
to direct the vote, to dispose or to direct the disposition of
those shares owned by each of Aries Domestic and Aries Trust.
(c) The following purchases were made by Aries Domestic and Aries
Trust in the past sixty (60) days:
On March 6, 1997, in connection with the closing (the
"Closing") of a private offering (the "Offering") of
securities of the Issuer, Aries Domestic used its general
funds to effect the purchase of 8.6 units (the "Units"), each
Unit consisting of 500 shares of Premium Preferred Stock (the
"Preferred Stock") and warrants to purchase 50,000 shares of
common stock of the Issuer for an aggregate amount of 4,299
shares of Preferred Stock (which shares of Preferred Stock are
convertible into 895,625 shares of common stock of the Issuer
based on a conversion rate of 208.33 shares of common stock
per share of preferred stock) and warrants to purchase 429,900
shares of common stock of the Issuer for an approximate
aggregate purchase price of $860,000. On the same date and in
the same Offering, the Aries Trust used its general funds to
effect the purchase of 16.68 Units for an aggregate amount of
8,340 shares of Preferred Stock (which shares of Preferred
Stock are convertible into 1,737,500 shares of common stock of
the Issuer based on a conversion rate of 208.33 shares of
common stock per share of preferred stock) and warrants to
purchase 834,000 shares of common stock of the Issuer for an
approximate aggregate purchase price of $1,668,000.
In addition, the Aries Domestic also received 0.86 Unit
Purchase Options to purchase 430 shares of Preferred Stock
(convertible into 89,625 shares of common stock of the Issuer
based on a conversion rate of 208.33 shares of common stock
per share of preferred stock) and warrants to purchase 42,990
shares of common stock of the Issuer. Similarly, the Aries
Trust received 1.668 Unit Purchase Options to purchase 834
shares of Preferred Stock of the Issuer (convertible into
173,750 shares of common stock of the Issuer based on a
conversion rate of 208.33 shares of common stock per share of
preferred stock) and warrants to purchase 83,400 shares of
common stock of the Issuer.
Other than as set forth herein the Reporting Parties have not
engaged in any transactions in the Common Stock of the Issuer
during the past 60 days.
(d) & (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
Paramount Capital is the investment manager of the Aries Trust and
the General Partner of Aries Domestic and in such capacities has
the authority to make certain investment decisions on behalf of
such entities, including decisions relating to the securities of
the Issuer. In connection with its investment management duties,
Paramount Capital receives certain management fees and performance
allocations from the Aries Trust and Aries Domestic. Dr. Rosenwald
is the sole shareholder of Paramount Capital.
Paramount Capital, Inc. has acted as placement agent for the Issuer
in connection with its November, 1995 and March, 1996 private
offerings of securities. Michael S. Weiss, Senior Managing Director
of Paramount Capital, Inc., serves as a member of the Board of
Directors of the Issuer, receives customary Board member
compensation and voted in favor of the December 1996 changes to
management and Board composition previously set forth in Item 4.
David R. Walner, Associate Director of Paramount Capital, Inc. and
Secretary of Paramount Capital Asset Management, Inc., serves as
Secretary of the Issuer without compensation.
On November 27, 1995 Paramount Capital, Inc. and the Issuer entered
into a Financial Advisory Agreement whereby Paramount Capital, Inc.
agreed to act as a non-exclusive Financial Advisor to the Issuer
and to identify and negotiate potential acquisition candidates,
investments and/or strategic alliances. Pursuant to a Placement
Agency Agreement entered into between Paramount Capital, Inc. and
the Issuer dated September 27, 1996, the parties agreed to extend
the Financial Advisory Agreement for an additional eighteen (18)
months.
In addition, as described in Item 3, Aries Domestic and the Aries
Trust extended a line of credit of up to $500,000, which the
Company has not yet repaid.
Except as indicated in this 13D and exhibits hereto, there is no
contract, arrangement, understanding or relationship between the
Reporting Parties and any other party or parties, with respect to
any securities of the Issuer.
Item 7. Material to be Filed as Exhibits:
Exhibit A - Copy of an Agreement between Dr. Rosenwald, Paramount Capital,
Aries Domestic and Aries Trust to file this Statement on
Schedule 13D on behalf of each of them.
Exhibit B - List of executive officers and directors of Paramount Capital
and information called for by Items 2-6 of this statement
relating to said officers and directors.
Exhibit C - List of executive officers and directors of Aries Domestic and
information called for by Items 2-6 of this statement relating
to said officers and directors.
Exhibit D - List of executive officers and directors of Aries Trust and
information called for by Items 2-6 of this statement relating
to said officers and directors.
SIGNATURES
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.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: April 21, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
------------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management,
Inc.
General Partner
Dated: April 21, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
-----------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By: Paramount Capital Asset Management,
Inc.
Investment Manager
Dated: April 21, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
-----------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: April 21, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
-----------------------------------
Lindsay A. Rosenwald, M.D.
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Xytronyx, and
hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: April 21, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
----------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management,
Inc.
General Partner
Dated: April 21, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
-----------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By: Paramount Capital Asset Management,
Inc.
Investment Manager
Dated: April 21, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
-----------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: April 21, 1997
New York, NY By: /s/ Lindsay A. Rosenwald, M.D.
----------------------------------
Lindsay A. Rosenwald, M.D.
EXHIBIT B
The name and principal occupation or employment, which in each instance
is with Paramount Capital Asset Management, Inc. ("Paramount Capital")
located at 787 Seventh Avenue, 44th Floor, New York, New York, 10019, of each
executive officer and director of Paramount Capital is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- --------------------
Lindsay A. Rosenwald, M.D. Chairman of the Board, President
of Paramount Capital Asset
Management, Inc., Paramount
Capital Investments, LLC and
Paramount Capital, Inc.
Peter Morgan Kash Director of Paramount Capital
Asset Management, Inc., Senior
Managing Director, Paramount
Capital, Inc.
Dr. Yuichi Iwaki Director of Paramount Capital
Asset Management, Inc.,
Professor, University of
Southern California School of
Medicine
Item 2.
During the five years prior to the date hereof, none of the above
persons (to the best of Paramount Capital's knowledge) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors)
or was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person 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.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
EXHIBIT C
The name and principal occupation or employment of the General Partner
of Aries Domestic, which is located at 787 Seventh Avenue, New York, New
York, 10019, is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- --------------------
Paramount Capital Asset Management, Inc. General Partner;
Investment Manager
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, the above person (to the
best of Aries Domestic's knowledge) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person 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.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
EXHIBIT D
The name and principal occupation or employment, which in the case of
Paramount Capital Asset Management, Inc. is located at 787 Seventh Avenue,
44th Floor, New York, New York, 10019, of each executive officer and director
of Aries Trust is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- --------------------
Paramount Capital Asset Management, Inc. Investment Manager
MeesPierson (Cayman) Limited Trustee
P.O. Box 2003
British American Centre
Phase 3, Dr. Roy's Drive
George Town, Grand Cayman
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, neither of the above
persons (to the best of Aries Trust's knowledge) have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person 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.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
