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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______________)*
PROTEIN POLYMER TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
74369 7 104
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(CUSIP Number)
April 24, 1998
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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)
*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).
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GBA Capital, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) //
(b) //
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
NUMBER OF 1,700,000
SHARES
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BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH
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REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,700,000
WITH
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8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14%
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12 TYPE OF REPORTING PERSON*
00
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Page 2 of 5 pages
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Item 1(a). Name of Issuer: Protein Polymer Technologies, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
10655 Sorrento Valley Road
San Diego, CA 92121
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<CAPTION>
Item 2(a) Item 2(b) Item 2(c)
<S> <C> <C>
Citizenship or Place
Name of Person Filing Address of Organization
GBA Capital, LLC, a New York c/o Gerschel & Co., Inc. New York
limited liability company 720 Fifth Ave, 10th Floor
New York, NY 10019
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Item 2(d). Title of Class of Securities:
GBA Capital, LLC ("GBA") has acquired 10,000 shares of Series E
Convertible Preferred Stock ("Preferred") which are convertible
into 800,000 shares of the Company's common stock. In addition,
GBA has acquired 600,000 First Warrants to purchase 600,000
shares of the Company's common stock at $2.50 a share and
300,000 Second Warrants to purchase 300,000 shares of the
Company's common stock at $5.00 a share (together, the First and
Second Warrants, the "Warrants").
Item 2(e). CUSIP Number: 74369 7 104
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), 13d-2(b), or (c)
check whether the person filing is a:
(a) // Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act");
(b) // Bank as defined in Section 3(a)(6) of the Act;
(c) // Insurance Company as defined in Section 3(a)(19) of the
Act;
(d) // Investment Company registered under Section 8 of the
Investment Company Act of 1940;
(e) // An investment adviser in accordance with Section240.13d
- 1(b)(1)(ii)(E);
(f) // An employee benefit plan, or endowment fund in accordance
with Section240.13d-1(b)(1)(ii)(F);
(g) // A parent holding company or control person in accordance
with Section240.13d-1(b)(ii)(G);
Page 3 of 5 pages
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(h) // A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 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 Rule 13d-1(b)(1)(ii)(H) of the
Act.
If this statement is filed pursuant to Section 240.13d - 1(c), check
this box /X/.
Item 4. Ownership.
The information in items 1 and 5 through 11 on the cover page on
Schedule 13G is hereby incorporated by reference.
Note: The percentage in item 11 is calculated based on the (i)
10,437,028 shares of common stock reported to be outstanding in the
Annual Report on Form 10-KSB of Protein Polymer Technologies, Inc. for
the fiscal year ended December 31, 1997 and (ii) the number of shares
of Common Stock (1,700,000) issuable upon the conversion of the
Preferred Stock and the exercise of the Warrants.
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.
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.
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 and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 4 of 5 pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 1, 1998
GBA CAPITAL, LLC
By: /s/ Marc Scherr
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Marc Scherr
Manager
Page 5 of 5 pages
