SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
INTERNEURON PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
460573 10 8
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(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing 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.)
* 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>
13G
CUSIP NO. 460573 10 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay Rosenwald, M.D.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,670,720 (See Item 4)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,670,720
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,670,720
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|X|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1(a). Name of Issuer :
Interneuron Pharmaceuticals, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
One Ledgemont Center
99 Hayden Avenue
Lexington, Massachusetts 02173
Item 2(a). Name of Person Filing:
Lindsay Rosenwald, M.D.
Item 2(b). Address of Principal Business Office or if none, Residence:
375 Park Avenue
New York, New York 10152
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value ("Shares")
Item 2(e). CUSIP Number:
460573 10 8
Item 3. Not Applicable
<PAGE>
Item 4. Ownership:
(a) As of December 31, 1995 Dr. Rosenwald beneficially owned
2,670,720 Shares.
Includes 172,671 Shares issuable upon exercise of outstanding
warrants including 165,000 Shares issuable upon exercise of
outstanding Class B Warrants. Excludes (i) 658,481 Shares owned
Dr. Rosenwald's wife, as to which Dr. Rosenwald disclaims
beneficial ownership and (ii) 37,800 Shares owned by two limited
partnerships, the limited partners of which include Dr.
Rosenwald's wife and children, as to which Shares Dr. Rosenwald
disclaims beneficial ownership. Also excludes 60,000 Shares
issuable upon exercise of options granted in connection with a
subsidiary incentive plan, which, as of December 31, 1995, were
not exercisable within 60 days, but became immediately
exercisable on February 7, 1996, when Intercardia, Inc., a
subsidiary of the Company, completed an initial public offering
of its securities. Dr. Rosenwald has granted options to purchase
an aggregate of 108,000 of his Shares to four individuals.
(b) Percent of Class: 7.7%.
(c) (i) Number of shares as to which such person has
sole power to vote or direct the vote: 2,670,720.
(ii)-(iv) Reference is made to items 6-8 of the cover page.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of Subsidiary Which Acquired
the Securities
Not Applicable
<PAGE>
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
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 7, 1996
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/S/ LINDSAY ROSENWALD
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Signature
LINDSAY ROSENWALD, M.D., CHAIRMAN
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Name/Title
