UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MedImmune, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
584699102
(CUSIP Number)
Law Office of Gregory F.W. Todd, Esq.
888 Seventh Avenue, Suite 4500
New York, New York 10019
212-246-5151
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 1997
(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 Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
* 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 disclosures provided in a prior cover page.
The information required on 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 PERSONS
Rho Management Partners L.P.
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
*(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
*(SEE INSTRUCTIONS)
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7. SOLE VOTING POWER
1,009,492 Shares (includes warrants to purchase 170,812 Shares)
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,009,492 Shares (includes warrants to purchase 170,812 Shares)
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,009,492 Shares (includes warrants to purchase 170,812 Shares)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14. TYPE OF REPORTING PERSON*
*(SEE INSTRUCTIONS)
PN, IA
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Joshua Ruch
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
*(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
*(SEE INSTRUCTIONS)
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
7. SOLE VOTING POWER
49,404 Shares
8. SHARED VOTING POWER
1,009,492 Shares (includes warrants to purchase 170,812 shares)
9. SOLE DISPOSITIVE POWER
49,404 Shares
10. SHARED DISPOSITIVE POWER
1,009,492 Shares (includes warrants to purchase 170,812 Shares)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,058,896 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14. TYPE OF REPORTING PERSON*
(SEE INSTRUCTIONS)
IN
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This Amendment No. 1 to Schedule 13D for MedImmune, Inc., a Delaware
corporation (the "Company"), amends a statement on Schedule 13D dated June 26,
1997 with respect to the Common Stock, par value $0.01 per share (the
"Shares"), of the Company in respect of beneficial ownership of certain Shares
by Rho Management Partners L.P. ("Rho"), and by its controlling person Joshua
Ruch, as follows below.
Item 5. Interest in Securities of the Issuer
(a) - (b) As the holder of sole voting and investment authority over
the Shares owned by its advisory clients, Rho may be deemed, for purposes of
Rule 13d-3 under the Securities and Exchange Act of 1934, to be the beneficial
owner of all of the 1,009,492 Shares owned by its advisory clients and covered
by this Statement, representing approximately 4.2% of the Company's 24,025,815
Shares outstanding as of August 31, 1997 (based upon information obtained from
officials of the Company as of such date), and after giving effect to Shares
subject to options, warrants, rights or convertible securities owned by the
reporting persons. Rho disclaims any economic interest in the Shares covered
by this Statement.
As controlling person of Rho, Mr. Ruch may be deemed the beneficial
owner of the Shares beneficially owned by Rho. In addition, Mr. Ruch
exercises investment and voting authority over 5,081 Shares held through a
private foundation of which Mr. Ruch serves as trustee, and Mr. Ruch holds
44,323 Shares directly or indirectly for his own account or the account of
family members other than through funds managed by Rho. As a percentage of
the 24,025,815 Shares outstanding as of August 31, 1997 (based upon
information obtained from officials of the Company as of such date) and after
giving effect to Shares subject to options, warrants, rights or convertible
securities owned by the reporting persons, Mr. Ruch may be considered
beneficially to own 4.4% of the Company's Shares.
(c) The following presents a list of purchases (including acquisitions
by way of distributions) and sales of all Shares by the reporting persons
within the last 60 days, including the price per Share and the means by which
such purchase or sale was effected. The transaction was effected by Rho
Management Trust II, through an open market transaction.
Date # Shares Price/Share Purchase (P) Sale (S)
9/30/97 100,000 $36.5875 S
(e) The reporting persons ceased to be beneficial owners of more than
five percent of the Shares on July 16, 1997.
<PAGE>
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.
Dated: October 1, 1997.
RHO MANAGEMENT PARTNERS L.P.
By: ATLAS CAPITAL CORP., its
General Partner
By: /s/ Joshua Ruch
Title: President
JOSHUA RUCH
/s/ Joshua Ruch
