UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REPROS THERAPEUTICS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
76028H209
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(CUSIP Number)
FEBRUARY 28, 2011
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| 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).
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1745 (12-02)
[936662-2]
CUSIP No. 76028H209 13G Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
PERCEPTIVE ADVISORS LLC
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2. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b)
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES OF AMERICA
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NUMBER OF 5. SOLE VOTING POWER 0
SHARES ------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 1,471,560
OWNED BY ------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------------
PERSON WITH: 8. SHARED DISPOSTIVE POWER 1,471,560
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,471,560
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP No. 76028H209 13G Page 3 of 7 Pages
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13. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JOSEPH EDELMAN
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14. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b)
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15. SEC USE ONLY
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16. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 17. SOLE VOTING POWER 0
SHARES ------------------------------------------------------------
BENEFICIALLY 18. SHARED VOTING POWER 1,471,560
OWNED BY ------------------------------------------------------------
EACH 19. SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------------
PERSON WITH: 20. SHARED DISPOSTIVE POWER 1,471,560
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21. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,471,560
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22. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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23. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
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24. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 76028H209 13G Page 4 of 7 Pages
ITEM 1.
(a) Name of Issuer:
REPROS THERAPEUTICS, INC.
(b) Address of Issuer's Principal Executive Offices:
2408 TIMBERLOCH PL., SUITE B-7
WOODLANDS, TX 77380
ITEM 2.
(a) Name of Person Filing:
THIS SCHEDULE 13G (THE "SCHEDULE") IS BEING FILED WITH RESPECT TO
SHARES OF COMMON STOCK (AS DEFINED BELOW) OF REPROS THERAPEUTICS,
INC. (THE "ISSUER") WHICH ARE BENEFICIALLY OWNED BY PERCEPTIVE
ADVISORS LLC AND JOSEPH EDELMAN (TOGETHER, THE "REPORTING
PERSONS"). SEE ITEM 4 BELOW.
(b) Address of Principal Business Office or, if none, Residence:
499 PARK AVENUE, 25TH FLOOR
NEW YORK, NY 10022
(c) Citizenship:
PERCEPTIVE ADVISORS LLC IS A DELAWARE LIMITED LIABILITY COMPANY
AND JOSEPH EDELMAN IS A UNITED STATES CITIZEN.
(d) Title of Class of Securities:
COMMON STOCK
(e) CUSIP Number:
76028H209
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with ss.
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
CUSIP No. 76028H209 13G Page 5 of 7 Pages
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own 1,471,560 shares of Common
Stock held by a private investment fund to which Perceptive
Advisors LLC serves as the investment manager. Mr. Edelman is the
managing member of Perceptive Advisors LLC.
(b) Percent of class:
The beneficial ownership of 13.0% is based on the 11,330,022
outstanding shares of Common Stock of the Issuer, as disclosed on
the Issuer's Prospectus filed with the SEC on February 7, 2011.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,471,560
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 1,471,560
ITEM 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the 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, check the following: |_|.
ITEM 6 Not Applicable
Filing of this statement by the Reporting Persons shall not be deemed an
admission that they beneficially own the securities reported herein. The
Reporting Persons expressly disclaim beneficial ownership of all securities
reported herein. No single client's interest as reported in the customer
accounts at Perceptive Advisors LLC exceeds 5% of the outstanding Common Stock
of the Issuer.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
Not applicable.
CUSIP No. 76028H209 13G Page 6 of 7 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(b):
(a) By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect. [X]
CUSIP No. 76028H209 13G Page 7 of 7 Pages
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.
March 9, 2011
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Date
PERCEPTIVE ADVISORS LLC
/s/ Joseph Edelman
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Signature
Joseph Edelman/Managing Member
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Name/Title
March 9, 2011
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Date
/s/ Joseph Edelman
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Signature
Joseph Edelman
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)