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UNITED STATES ----------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Expires: October 31, 1994
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
XOMA CORPORATION
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(Name of Issuer)
Common Stock, par value $.0005 per share
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(Title of Class of Securities)
983907106
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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 reporting 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.)
Page 1 of 8
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3100 Schedule 13G
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CUSIP No. [983907106] 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ORTELIUS TRADING L.P.; 13-3512778
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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
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH --------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
0
PERSON WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
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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
0
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12 TYPE OF REPORTING PERSON
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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3100 Schedule 13G
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CUSIP No. [983907106] 13G Page 3 of 8 Pages(3)
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GDK, Inc.
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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
British Virgin Islands
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NUMBER OF 5 SOLE VOTING POWER
SHARES 1,610,148
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH ---------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
1,610,148
PERSON WITH ---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,610,148
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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
5.5%
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12 TYPE OF REPORTING PERSON
BD
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer:
XOMA Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
2910 Seventh Street
Berkeley, California 94710
Item 2(a). Name of Person Filing:
This Amendment 3 to Form 13G is being filed by (i) GDK, Inc., a corporation
formed under the laws of the British Virgin Islands ("GDK"), with respect to
shares of common stock of the issuer (the "Common Stock") beneficially owned by
it as of December 31, 1995, and (ii) Ortelius Trading L.P., a Delaware limited
partnership ("Ortelius"), with respect to shares of the Common Stock
beneficially owned by it as of December 31, 1995.
As of December 31, 1995, Ortelius no longer beneficially owned any shares
of Common Stock.
Pursuant to Rule 13d-3(d)(1), the aggregate number of shares of Common
Stock beneficially owned by GDK as of December 31, 1995 is 1,610,148. This total
is comprised of 1,610,148 shares of Common Stock underlying 7,807 shares of the
Senior Convertible Preferred Stock, Series B of the Issuer (the "Preferred
Stock"). As of December 31, 1995, GDK also had a short position of 1,050,000
shares of Common Stock. Caxton Corporation, a Delaware corporation ("Caxton"),
is GDK's trading advisor. Subject to termination of its contractual relationship
with GDK by a vote of its Board of Directors, Caxton acts on behalf of GDK as
its trading advisor. In such capacity, Caxton directs GDK's securities
investments and is vested with authority over the voting and disposition of the
shares of Preferred and Common Stock.
Item 2(b). Address of Principal Business Office, or, if None,
Residence:
The address of the principal office of Ortelius Trading L.P. is 667 Madison
Avenue, 10th floor, New York, New York 10021. The address of the principal
office of GDK, Inc. is c/o Leeds Management Limited, 129 Front Street,
Penthouse, Hamilton HM12 Bermuda.
Item 2(c). Citizenship:
Ortelius: Delaware
GDK: British Virgin Islands
Page 4 OF 8 pages
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Item 2(d). Title of Class of Securities: Common Stock, $.0005
par value per share
Item 2(e). CUSIP Number: 983907106
Item 3. The reporting persons originally filed as a group, in accordance with
Rule 13d-1(b)(1)(ii)(H). Each of the reporting persons is a broker or dealer
registered under Section 15 of the Securities Exchange Act of 1934. Subsequent
to the disposition of the Common Stock beneficially owned by Ortelius, Ortelius
filed Form BDW in order to withdraw its broker-dealer registration.
Item 4. Ownership.
(a) Amount beneficially owned: The amount of securities beneficially owned
by Ortelius as of December 31, 1995 is zero. The amount of securities
beneficially owned by GDK as of December 31, 1995 is 1,610,148, consisting,
pursuant to Rule 13d-3(d)(1), of 1,610,148 shares of Common Stock underlying
7,807 shares of Preferred Stock. As of December 31, 1995, GDK also had a short
position of 1,050,000 shares of Common Stock.
As of October 25, 1995, Ortelius transferred to GDK a warrant to purchase
893,605 shares of Common Stock for a nominal consideration of $100.00. The
warrant expired unexercised on December 21, 1995. At all times while owned by
GDK, the exercise price of the warrant was substantially in excess of the market
price of the Common Stock.
(b) Percent of class: As of December 31, 1995, Ortelius beneficially owned
0.0% of the class of Common Stock. As of December 31, 1995, GDK beneficially
owned 5.5% of the class of Common Stock.
During the period October 25, 1995 to December 21, 1995, GDK beneficially
owned approximately 11% of the class of Common Stock (comprised of 1,486,297
shares of Common Stock through December 19, 1995 (and thereafter, as a result of
a change in the conversion price, 1,610,148 shares of Common Stock) underlying
7,807 shares of Preferred Stock and 1,787,210 shares of Common Stock underlying
warrants which expired on December 21, 1995).
(c) Number of shares as to which Ortelius has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or to direct the
disposition of: 0
Page 5 of 8 pages
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Number of shares as to which GDK has:
(i) Sole power to vote or to direct the vote: 1,610,148
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 1,610,148
(iv) Shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class. Ortelius
has ceased to be the beneficial owner of more than five percent
of the Common Stock.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person. NA
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company. NA
Item 8. Identification and Classification of Members of the
Group.
Each of the reporting persons is filing as a broker or dealer
registered under Section 15 of the Securities Exchange Act of 1934.
Item 9. Notice of Dissolution of Group. NA
Item 10. Certification.
By signing below, each of the reporting persons hereby certifies that , to
the best of its knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Page 6 of 8 pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
February , 1996
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Date
GDK, INC.
By:--------------------------------
Maxwell Quin
Secretary
By:-------------------------------
Nitin Aggarwal
President
Page 7 of 8 pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
February , 1996
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Date
ORTELIUS TRADING L.P.
By: Caxton Corporation
By:--------------------------
Peter D'Angelo
President
Page 8 of 8 pages
