UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) 1/
BioTransplant, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
09066Y107
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(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 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>
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rho Management Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
5 SOLE VOTING POWER
750,288 Shares (includes warrants to purchase
38,466 Shares)
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 750,288 Shares (includes warrants to purchase
38,466 Shares)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,288 Shares (includes warrants to purchase 38,466 Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rho Management Trust II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 750,288 Shares (includes warrants to purchase
38,466 Shares)
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
750,288 Shares (includes warrants to purchase
38,466 Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,288 Shares (includes warrants to purchase 38,466 Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
12 TYPE OF REPORTING PERSON*
OO
<PAGE>
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Ruch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 750,288 Shares (includes warrants to purchase
38,466 Shares)
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
750,288 Shares (includes warrants to purchase
38,466 Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,288 Shares (includes warrants to purchase 38,466 Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Name and Address of Issuer.
(a) This statement on Schedule 13G is filed with respect to the
securities of BioTransplant, Inc., a Delaware corporation (the "Company").
(b) The Company has its principal executive offices at Charlestown Navy
Yard, Building 75, Third Avenue, Charlestown, Massachusetts 02129.
Item 2. Identity of Persons Filing.
(a) This Statement is being filed by Rho Management Partners L.P.
("Rho"), a New Jersey limited partnership, Rho Management Trust II, a New York
grantor trust (the "Trust"), and Joshua Ruch. Rho is investment advisor to
the Trust, formerly known as Everest Trust, the registered owner of the
Shares. Joshua Ruch is the controlling stockholder of Atlas Capital Corp., a
Delaware corporation, which is sole general partner of Rho, and
Chairman, CEO and controlling stockholder of Rho Management Company, Inc., a
New York corporation ("RMC"), to which certain advisory duties concerning the
Shares may be delegated by Rho.
(b)-(c) Rho is a New Jersey limited partnership, with its address at
Cedarfields, Cedar Ridge Road, Bedminster, New Jersey 07921. The Trust is a
New York grantor trust, with its address at RMC, 767 Fifth Avenue, New York,
New York 10153, and the trustee of the Trust is William F. Indoe, Esq., whose
address is Sullivan & Cromwell, 125 Broad Street, New York, New York 10004.
Mr. Ruch is a citizen of the Republic of South Africa, with his address at
RMC, 767 Fifth Avenue, New York, New York 10153.
(d)-(e) The class of securities is the Common Stock, par value $.01 per
share (the "Shares"), of the Company and the CUSIP number is 09066Y107.
Item 3. Filings Pursuant to Rule 13d-1(b) or Rule 13d-2(b).
Not applicable.
Item 4. Ownership.
(a) As of December 31, 1996, each of Rho, the Trust and Joshua Ruch
beneficially owned 750,288 Shares (including warrants for 38,466 Shares).
(b) As a percentage of the 8,548,874 Shares outstanding as of November
12, 1996 (based on information obtained from the Company's most recently
filed Form 10-Q), and after giving effect to Shares subject to options,
warrants, rights or conversion privileges, each of Rho, the Trust and
Joshua Ruch may be deemed beneficially to own 8.7% of the Company's
total outstanding Shares.
(c) Pursuant to an investment advisory agreement between Rho and the
Trust, Rho has sole power to vote and to dispose of the Shares held in the
name of the Trust, and accordingly Rho may be deemed, for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, to be the beneficial
owner of all 750,288 Shares covered by this Statement. Pursuant to such
investment advisory agreement, the Trust may be considered to retain shared
power to vote and to dispose of the 750,288 Shares covered by this statement.
As the controlling person of Rho, Joshua Ruch may be deemed to share voting
and dispositive power over the 750,288 Shares reported herein by Rho.
Rho disclaims any economic interest in the Shares covered by this Statement.
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. Acquisitions by Subsidiaries.
Not applicable.
Item 8. Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
<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: February 13, 1997.
RHO MANAGEMENT PARTNERS L.P.
By: ATLAS CAPITAL CORP., its
General Partner
By: /s/ Joshua Ruch
Title: President
RHO MANAGEMENT TRUST II
By: RHO MANAGEMENT COMPANY, INC.
as Investment Advisor
By: /s/ Joshua Ruch
Title: President
JOSHUA RUCH
/s/ Joshua Ruch
