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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GeneMedicine, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
36870710
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(CUSIP Number)
Andrew J. Levinson, Herzfeld & Rubin, P.C.,
40 Wall Street, New York, New York 10005 (212) 344-5500
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices andCommunications)
July 11, 1997
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(Date of Event which Requires Filing of this Statement)
If the 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. / /
Check the following box if a fee is being paid with the 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.)
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).
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SCHEDULE 13D
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CUSIP NO. 36870710 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Blech
###-##-####
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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 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY
OWNED BY EACH ----------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 133,333 shares
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9 SOLE DISPOSITIVE POWER
0 shares
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10 SHARED DISPOSITIVE POWER
133,333 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,333 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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The following Amendment No. 3 (this "Amendment") to a statement on
Schedule 13D (the "Statement") filed on January 29, 1997, as amended by
Amendment No. 1 thereto filed on February 7, 1997, and further amended by
Amendment No. 2 thereto filed on April 8, 1997, with respect to the common
stock, par value $.001 per share (the "Common Stock"), of GeneMedicine, Inc.
(the "Issuer") is being filed on behalf of David Blech. Capitalized terms used
in this Amendment but not defined herein shall have the respective meanings
ascribed to them in the Statement.
Item 5. Interest in Securities of the Issuer.
The information set forth in the first paragraph under paragraph (a) of
Item 5 is hereby deleted and replaced by the following:
(a) D. Blech & Co. continues to own the Warrant. Upon exercise, the
Warrant is convertible into 133,333 shares of Common Stock. As the sole director
and officer of D. Blech & Co., Mr. Blech could be deemed to beneficially own
such shares of Common Stock. Accordingly, Mr. Blech beneficially owns 1.0% of
the Common Stock deemed to be outstanding based on 13,683,125 shares of Common
Stock reported by the Issuer as outstanding on April 29, 1997 in its Quarterly
Report on Form 10-Q for the period ending March 31, 1997.
The information set forth under paragraphs (b) and (c) of Item 5 is
hereby deleted and replaced by the following:
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(b) Mr. Blech shares with D. Blech & Co. the voting and dispositive
powers with respect to the 133,333 shares into which the Warrant is convertible
into.
(c) The only transactions with respect to the securities of the Issuer
by Mr. Blech in the last sixty days and not previously reported are the sale of
781,500 shares of the Common Stock for an aggregate sales price of $3,783,319,
as set forth below. All such transactions were effected in open market
transactions on the Nasdaq National Market.
Date Purchased Share
---- --------- -----
7/03/97 39,500 $7.6148
7/11/97 558,000 4.785
7/14/97 20,000 4.75
7/15/97 105,000 4.3048
7/16/97 59,000 4.50
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SIGNATURES
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: July 21, 1997
/s/ DAVID BLECH
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David Blech
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