UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MedImmune, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
584699102
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(CUSIP Number)
Bernd Diethelm Honer
c/o Summit Asset Management Co., Inc.
Suite 445
666 Plainsboro Rd.
Plainsboro, NJ 08536
609-275-1890
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 10, 1997
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(Date of Event which Requires Filing of this Statement)
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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 |_|
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 584699102 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernd Diethelm Honer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,267,406
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
1,267,406
PERSON
10 SHARED DISPOSITIVE POWER
WITH
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,267,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.33%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. 584699102 SCHEDULE 13D Page 3 of 4 Pages
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This Amendment No. 2 amends the Schedule 13D filed by Bernd Diethelm
Honer with the Securities and Exchange Commission on January 21, 1997 and
previously amended on July 9, 1997, and relates to sales of shares of the Common
Stock, par value $0.01 per share, of MedImmune, Inc. (the "Issuer") by Mr.
Honer.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Mr. Honer is the beneficial owner of
1,267,406 Shares, which represents approximately 5.33% of the outstanding Shares
of the Issuer. This percentage has been calculated from information received
from the Issuer's management.
(b) Mr. Honer has sole power to vote or direct the vote and sole power
to dispose or direct the disposition of all Shares beneficially owned by him.
Mr. Honer does not share the power to vote or direct the disposition of any
Shares beneficially owned by him.
(c) The following transactions were effected by the Reporting Person
during the sixty days preceding the date hereof. The Reporting Person did not
effect any other transactions in the Common Stock during the 60 days preceding
the date hereof.
Transaction Date Security No. Price/Share Market
----------- ---- -------- --- ----------- ------
Sale 7/16/97 Common 75,000 $25.000 NASDAQ
Sale 7/18/97 Common 25,000 $23.375 NASDAQ
Sale 9/5/97 Common 52,807 $29.375 NASDAQ
Sale 9/5/97 Common 35,000 $29.344 NASDAQ
Sale 9/5/97 Common 25,000 $29.375 NASDAQ
Sale 9/8/97 Common 5,000 $29.375 NASDAQ
Sale 9/9/97 Common 15,000 $29.104 NASDAQ
Sale 9/10/97 Common 25,000 $28.875 NASDAQ
Sale 9/11/97 Common 25,000 $28.750 NASDAQ
Sale 9/11/97 Common 50,000 $28.725 NASDAQ
Sale 9/12/97 Common 15,000 $28.417 NASDAQ
(d) None.
(e) Not applicable.
<PAGE>
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CUSIP NO. 584699102 SCHEDULE 13D Page 4 of 4 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this Statement is true,
complete and correct.
Dated: September 15, 1997 BERND DIETHELM HONER
By: /s/ Scott M. Ciccone
Scott M. Ciccone, as duly
authorized attorney-in-fact*
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* Power of attorney previously filed as an exhibit to Amendment No. 1 to
Schedule 13D on July 9, 1997.
