UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) 1/
Human Genome Sciences, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------------------
(Title of Class of Securities)
444903 10 8
-----------------------------------------
(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
1,017,343 Shares (includes warrants to
purchase 6,915 Shares)
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,017,343 Shares (includes warrants to
purchase 6,915 Shares)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,017,343 Shares (includes warrants to purchase 6,915
Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
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 III
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 1,012,915 Shares (includes warrants to purchase
OWNED BY 6,915 Shares)
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
1,012,915 Shares (includes warrants to purchase
6,915 Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,012,915 Shares (includes warrants to purchase 6,915
Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
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
207,766 Shares
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,012,915 Shares (includes warrants to
purchase 6,915 Shares)
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 207,766 Shares
8 SHARED DISPOSITIVE POWER
1,012,915 Shares (includes warrants to
purchase 6,915 Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,681 Shares (includes warrants to purchase 6,915
Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
This Amendment No. 2 to Schedule 13G for Human Genome
Sciences, Inc., a Delaware corporation (the "Company"), amends a
Schedule 13G, dated February 14, 1994, as amended by Amendment No.
1, dated February 10, 1995, with respect to shares of Common
Stock, par value $.01 per share, of the Company beneficially
owned by Rho Management Trust III, Rho Management Partners L.P.
and Joshua Ruch. Because this is the first electronically
filed amendment to the reporting persons' Schedule 13G previously
filed in paper format, pursuant to the Commission's Rule 13d-2(c)
this Amendment restates the entire text of the statement on
Schedule 13G presently in effect.
Item 1. Name and Address of Issuer.
(a) This statement on Schedule 13G is filed with respect to the
securities of Human Genome Sciences, Inc., a Delaware corporation.
(b) The Company has its principal executive offices at 9410
Key West Avenue, Rockville, Maryland 20850.
Item 2. Identity of Persons Filing.
(a) This Amendment is being filed by Rho Management
Partners L.P. ("Rho"), a New Jersey limited partnership,
Rho Management Trust III, a New York grantor trust (the
"Trust"), and Joshua Ruch. Rho is investment advisor
to the Trust, which is the registered owner of the Shares
(including warrants for 6,915 Shares registered in the
name of Rho Management Trust II (formerly Everest Trust),
for which Rho also acts as investment advisor). Joshua
Ruch is the controlling stockholder of Atlas Capital Corp.,
a Delaware corporation, which is sole general partner of
Rho, and is Chairman, CEO and controlling stockholder of
Rho Management Company, Inc., a New York corporation ("RMC"),
to which certain advisory duties concerning the Shares
are 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 Company's Common Stock, par
value $0.01 per share (the "Shares"), with CUSIP number 444903 10 8.
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, Rho beneficially owned 1,017,343
Shares (including warrants exerciseable for 6,915 Shares),
representing Shares owned through the Trust and certain additional
Shares registered in the name of Rho. As of such date, the Trust
beneficially owned 1,012,915 Shares (including warrants for 6,915
Shares), representing Shares owned in its name (and warrants for
6,915 Shares registered in the name of Rho Management Trust II
(formerly Everest Trust)). As at such date, Joshua Ruch
beneficially owned 1,220,681 Shares (including warrants exerciseable
for 6,915 Shares), representing Shares owned beneficially owned by
Rho and additional Shares held directly, through family members
or through the JJR Foundation, a foundation of which Mr. Ruch serves
as a trustee.
(b) As a percentage of the 18,702,814 Shares outstanding as
of September 30, 1996 (based on information obtained from the
Company's latest Form 10-Q), and after giving effect to
Shares subject to options, warrants, rights or conversion
privileges, each of Rho and the Trust may be deemed beneficially
to own 5.4% of the Company's total outstanding Shares, and Joshua
Ruch may be deemed beneficially to own 6.5% 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
1,012,915 Shares owned in the name of the Trust. Pursuant to such
investment advisory agreement, the Trust may be considered to
retain shared power to vote and to dispose of the 1,012,915
Shares owned in its name. As the controlling person of
Rho, Joshua Ruch may be deemed to share voting and dispositive
power over the 1,012,915 Shares reported herein by the Trust, and
to exercise sole voting and dispositive power over an additional
207,766 Shares otherwise attributable to Mr. Ruch. Accordingly,
Joshua Ruch may be deemed beneficially to own 6.5% of the Company's
total outstanding Shares. 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 III
By: RHO MANAGEMENT COMPANY, INC.
as Investment Advisor
By: /s/ Joshua Ruch
Title: President
JOSHUA RUCH
/s/ Joshua Ruch
