SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 14, 2011
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. ___)
NOVELOS
THERAPEUTICS, INC.
(Name of
Issuer)
COMMON
STOCK, $0.00001 PAR VALUE PER SHARE
(Title of
Class of Securities)
67000M100
(CUSIP
Number)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule
13d-1(b)
*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).
(Continued
on following page(s)
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CUSIP
No. 67000M100
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13G
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Page
2 of 4
Pages
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1. NAMES
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Longview
Fund 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
California
5. SOLE
VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON –
44,413,360 Shares
6. SHARED VOTING POWER - None
7. SOLE DISPOSITIVE POWER – 44,413,360 Shares
8. SHARED DISPOSITIVE POWER - None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON –
44,413,360 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES o
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.63%
12. TYPE
OF REPORTING PERSON
OO
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CUSIP
No. 67000M100
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13G
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Page 3
of 4
Pages
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ITEM 1
(a) NAME OF ISSUER: Novelos Therapeutics, Inc.
ITEM 1
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One
Gateway Center, Suite 504, Newton, Massachusetts 02458
ITEM 2
(a) NAME OF PERSON FILING: Longview Fund L.P.
ITEM 2
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
505
Sansome Street, Suite 1275, San Francisco, CA 94111
ITEM 2
(c) CITIZENSHIP: California
ITEM 2
(d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.00001 par value
ITEM 2
(e) CUSIP NUMBER: 67000M100
ITEM 3 IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR
13D-2(B): Not
applicable
ITEM 4
OWNERSHIP
(a)
AMOUNT BENEFICIALLY OWNED: 44,413,360 Shares
(b)
PERCENT OF CLASS: 8.63%
(c)
NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE
POWER TO VOTE OR DIRECT THE VOTE
44,413,360 Shares
(ii) SHARED
POWER TO VOTE OR DIRECT THE VOTE
0 Shares
(iii)
SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
44,413,360 Shares
(iv)
SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
0 Shares
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CUSIP
No. 67000M100
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13G
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Page 4
of 4
Pages
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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
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 A GROUP
Not
applicable
ITEM
9 NOTICE OF DISSOLUTION OF GROUP
Not
applicable
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.
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February 14, 2011
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(Date)
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/s/ S. Michael Rudolph
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(Signature)
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S.
Michael Rudolph, CFO of Viking Asset
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Management LLC, as Investment
Manager
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(Name/Title)
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