SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)1
INTERNEURON PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
460573 10 8
(CUSIP Number)
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 ("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>
CUSIP NO. 460573 10 8 13G PAGE 2 OF 5 PAGES
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
2,580,152
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
2,580,152
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,580,152
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|X|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
12 TYPE OF REPORTING PERSON*
IN
SEC 174__ (6-__) * SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5
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:
787 Seventh Avenue
New York, New York 10019
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
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Page 4 of 5
Item 4. Ownership:
(a) As of December 31, 1996 Dr. Rosenwald beneficially owned
2,580,152 Shares.
Includes (i) 7,671 Shares issuable upon exercise of
outstanding warrants and (ii) 60,000 Shares issuable upon
exercise of options which are exercisable within 60 days.
Excludes (i) 100,000 Shares issuable upon exercise of options
which, as of December 31, 1996, were not exercisable within 60
days, (ii) 658,481 Shares owned by Dr. Rosenwald's wife, as to
which Shares 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.
(b) Percent of Class: 6.3%.
(c) (i) Number of shares as to which such person has sole power
to vote or direct the vote: 2,580,152.
(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
Item 8. Identification and Classification of Members of the Group
Not Applicable
<PAGE>
Page 5 of 5
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 3, 1997
- --------------------------------------------
Date
/s/ Lindsay Rosenwald, M.D.
- --------------------------------------------
Signature
LINDSAY ROSENWALD, M.D.
- ---------------------------------------------
Name/Title
