<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
Alexion Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
015351109
(CUSIP Number)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
*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 the 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 of 8
<PAGE> 2
CUSIP No. 0015351109 13G
1 NAMES OF REPORTING PERSONS/ COLLINSON HOWE VENTURE PARTNERS, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
13-3548019
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b) | |
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 417,575
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH
8 SHARED DISPOSITIVE POWER
417,575
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,575
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12 TYPE OF REPORTING PERSON
Corporation
Page 2 of 8
<PAGE> 3
CUSIP No. 0015351109 13G
1 NAMES OF REPORTING PERSONS/ BIOTECHNOLOGY INVESTMENT GROUP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
06-1415704
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 417,575
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH
8 SHARED DISPOSITIVE POWER
417,575
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,575
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12 TYPE OF REPORTING PERSON
Limited Liability Company
Page 3 of 8
<PAGE> 4
CUSIP No. 0015351109 13G
1 NAMES OF REPORTING PERSONS/ JEFFREY J. COLLINSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)| |
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 417,575
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH
8 SHARED DISPOSITIVE POWER
417,575
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,575
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12 TYPE OF REPORTING PERSON
Individual
Page 4 of 8
<PAGE> 5
CUSIP No. 0015351109 13G
1 NAMES OF REPORTING PERSONS/ TIMOTHY F. HOWE
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)| |
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER 2,988
6,800 options exercisable as to 1,700 shares on each
NUMBER OF of 7/96, 7/97, 7/98, 7/99. 2,000 options exercisable
SHARES as 666 shares on 12/98, 667 on 12/99 and 12/00 2,000
BENEFICIALLY options exercisable as 666 shares on 12/99, 667 on
OWNED BY 12/00 and 12/01
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH 417,575
7 SOLE DISPOSITIVE POWER 2,988
6,800 options exercisable as to 1,700 shares on each
of 7/96, 7/97, 7/98, 7/99. 2,000 options exercisable
as 666 shares on 12/98, 667 on 12/99 and 12/00 2,000
options exercisable as 666 shares on 12/99, 667 on
12/00 and 12/01
8 SHARED DISPOSITIVE POWER
417,575
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,988
6,800 options exercisable as to 1,700 shares on each of 7/96, 7/97,
7/98, 7/99. 2,000 options exercisable as 666 shares on 12/98, 667 on
12/99 and 12/00 2,000 options exercisable as 666 shares on 12/99,
667 on 12/00 and 12/01
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.0012%
12 TYPE OF REPORTING PERSON
Individual
Page 5 of 8
<PAGE> 6
Item 1(a) Name of Issuer: Alexion Pharmaceuticals, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
25 Science Park
New Haven, CT 06511
Item 2(a) Name of Person Filing:
Collinson Howe Venture Partners, Inc.
Biotechnology Investment Group, L.L.C.
Jeffrey J. Collinson, Timothy F. Howe
Item 2(b) Address of Principal Business Offices or, if none, Residence:
c/o Collinson Howe Venture Partners
1055 Washington Boulevard
Stamford, CT 06901
Item 2(c) Citizenship
Collinson Howe Venture Partners, Inc. Is a Delaware
corporation. Biotechnology Investment Group, L.L.C.
is a Delaware corporation. Jeffrey J. Collinson is a
US Citizen. Timothy F. Howe is a US Citizen.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number: 0015351109
Item 3. If this Statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with
Section 240.13d-1(b)(1)(ii)(H)
Not Applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned:
Page 6 of 8
<PAGE> 7
Biotechnology Investment Group, L.L.C. ("BIG") is a limited
liability company which was created to acquire, hold, protect,
manage and dispose of equity, debt and derivative securities of
biotechnology and other companies. Most of the shares of common
stock held by BIG were acquired in January 1995 from The Edward
Blech Trust ("EBT"). The sole beneficiary is the minor child of
David Blech, founder, former Director and shareholder of the
Company. The present members of BIG are (I) the managing member,
Collinson Howe Venture Partners, ("CHVP"), an investment
management firm of which Jeffrey J. Collinson is President,
director and majority shareholder, (ii) EBT, and (iii) Wilmington
Trust Company ("WTC"), as voting trustee under a voting trust
agreement (the "Voting Trust Agreement") among WTC, BIG and Bio
Holdings, L.L.C. ("Holdings"). The managing member of BIG is CHVP.
The members of BIG share voting and investment power with respect
to all shares held of record by BIG. All of the shares held of
record by BIG have been pledged as collateral to Citibank, N.A.
("Citibank") to secure indebtedness owed to such bank. Each of
Citibank and Holdings has the right pursuant to the Voting Trust
Agreement to direct certain actions of WTC as a member of BIG.
WTC, as the member holding a majority interest in Holdings, has
the right to direct the actions of Holdings under the Voting Trust
Agreement. Citibank, pursuant to a separate voting trust agreement
among WTC, David Blech and Holdings, has the right to direct the
actions of WTC as a member of Holdings with respect to the rights
of Holdings under the Voting Trust Agreement. By virtue of their
status as members of BIG, each of CHVP and EBT may be deemed to be
the beneficial owner of all shares held of record by BIG. By
virtue of his status as the majority owner and controlling person
of CHVP, Jeffrey J. Collinson may also be deemed the beneficial
owner of all shares held of record by BIG. Each of CHVP, EBT and
Mr. Collinson disclaims beneficial ownership of shares held by BIG
except to the extent of such person's interests.
(b) Percent of Class:
Biotechnology Investment Group, L.L.C. - 3.7%
Timothy F. Howe - .0012%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Timothy F. Howe - .0012%
(ii) Shared power to vote or to direct the vote
Collinson Howe Venture Partners, Inc. - 3.7%
Biotechnology Investment Group, L.L.C. - 3.7%
Jeffrey J. Collinson - 3.7%, Timothy F. Howe 3.7012%
(iii) Sole power to dispose or to direct the disposition of
Timothy F. Howe - .0012%
(iv) Shared power to dispose or to direct the disposition of
Collinson Howe Venture Partners, Inc. - 3.7%
Biotechnology Investment Group, L.L.C. - 3.7%
Jeffrey J. Collinson - 3.7%, Timothy F. Howe 3.7012%
Page 7 of 8
<PAGE> 8
Item 5. Ownership of Five Percent or Less of a Class.
This statement is being filed to report that fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities. /X/
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my 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 purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth on this statement is true, complete and correct.
Date: February 9, 1997
BIOTECHNOLOGY INVESTMENT GROUP, L.L.C.
By: /s/ Timothy F. Howe
Timothy F. Howe, Vice President of the
Managing Member
COLLINSON HOWE VENTURE PARTNERS, INC.
By: /s/ Jeffrey J. Collinson
Jeffrey J. Collinson, President
JEFFREY J. COLLINSON TIMOTHY F. HOWE
By: /s/ Jeffrey J. Collinson By: /s/ Timothy F. Howe
Jeffrey J. Collinson Timothy F. Howe
Page 8 of 8