SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KERYX
BIOPHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
492515101
December 31, 2008
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons 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 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).
Page 1 of 11
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CUSIP No. |
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492515101 |
13G |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Capital Advisors, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 (see Item 4) |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
8 |
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SHARED DISPOSITIVE POWER |
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0 (see Item 4) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 (see Item 4) |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0% (see Item 4) |
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12 |
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TYPE OF REPORTING PERSON* |
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00 |
*SEE INSTRUCTION BEFORE FILLING OUT
Page 2 of 11
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CUSIP No. |
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492515101 |
13G |
Page |
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3 |
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of |
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11 |
Pages |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Capital Management, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 (see Item 4) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
8 |
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SHARED DISPOSITIVE POWER |
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0 (see Item 4) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 (see Item 4) |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0% (see Item 4) |
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12 |
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TYPE OF REPORTING PERSON* |
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00 |
*SEE INSTRUCTION BEFORE FILLING OUT
Page 3 of 11
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CUSIP No. |
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492515101 |
13G |
Page |
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4 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sigma Capital Management, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 (see Item 4) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
8 |
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SHARED DISPOSITIVE POWER |
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0 (see Item 4) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 (see Item 4) |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0% (see Item 4) |
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12 |
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TYPE OF REPORTING PERSON* |
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00 |
*SEE INSTRUCTION BEFORE FILLING OUT
Page 4 of 11
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CUSIP No. |
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492515101 |
13G |
Page |
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5 |
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of |
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11 |
Pages |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sigma Capital Associates, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Anguilla, British West Indies |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 (see Item 4) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
8 |
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SHARED DISPOSITIVE POWER |
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0 (see Item 4) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 (see Item 4) |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0% (see Item 4) |
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12 |
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TYPE OF REPORTING PERSON* |
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00 |
*SEE INSTRUCTION BEFORE FILLING OUT
Page 5 of 11
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CUSIP No. |
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492515101 |
13G |
Page |
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6 |
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of |
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11 |
Pages |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Cohen |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 (see Item 4) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
8 |
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SHARED DISPOSITIVE POWER |
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0 (see Item 4) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 (see Item 4) |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0% (see Item 4) |
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12 |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE INSTRUCTION BEFORE FILLING OUT
Page 6 of 11
TABLE OF CONTENTS
Item 1(a) Name of Issuer:
Keryx Biopharmaceuticals, Inc.
Item 1(b) Address of Issuers Principal Executive Offices:
750 Lexington Avenue, New York, New York 10022
Items 2(a) Name of Person Filing:
This statement is filed by: (i) S.A.C. Capital Advisors, LLC (SAC
Capital Advisors) with respect to shares of common stock, $0.001 par
value per share (Shares), of the Issuer beneficially owned by S.A.C.
MultiQuant Fund, LLC (SAC MultiQuant Fund); (ii) S.A.C. Capital
Management, LLC (SAC Capital Management) with respect to Shares
beneficially owned by SAC MultiQuant Fund; (iii) Sigma Capital
Management, LLC (Sigma Management) with respect to Shares
beneficially owned by Sigma Capital Associates, LLC (Sigma Capital
Associates); (iv) Sigma Capital Associates with respect to Shares
beneficially owned by it; and (v) Steven A. Cohen with respect to
Shares beneficially owned by SAC Capital Advisors, SAC Capital
Management, SAC MultiQuant Fund, Sigma Management and Sigma Capital
Associates.
Item 2(b) Address of Principal Business Office:
The address of the principal business office of (i) SAC Capital
Advisors and Mr. Cohen is 72 Cummings Point Road, Stamford,
Connecticut 06902, (ii) SAC Capital Management and Sigma Management is
540 Madison Avenue, New York, New York 10022 and (iii) Sigma Capital
Associates is P.O. Box 58, Victoria House, The Valley, Anguilla,
British West Indies.
Item 2(c) Citizenship:
SAC Capital Advisors, SAC Capital Management and Sigma Management are
Delaware limited liability companies. Sigma Capital Associates is an
Anguillan limited liability company. Mr. Cohen is a United States
citizen.
Page 7 of 11
Item 2(d) Title of Class of Securities:
Common Stock, par value $0.001 per share
Item 2(e) CUSIP Number:
492515101
Item 3 Not Applicable
Item 4 Ownership:
As of the close of business on December 31, 2008:
1. S.A.C. Capital Advisors, LLC
(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
2. S.A.C. Capital Management, LLC
(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
3. Sigma Capital Management, LLC
(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
4. Sigma Capital Associates, LLC
(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
Page 8 of 11
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
5. Steven A. Cohen
(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
SAC Capital Advisors, SAC Capital Management, Sigma Management and Mr.
Cohen own directly no Shares. Pursuant to investment management
agreements in effect at the time, each of SAC Capital Advisors and SAC
Capital Management shared all investment and voting power with respect
to the securities held by SAC MultiQuant Fund. Pursuant to an
investment management agreement, Sigma Management maintains investment
and voting power with respect to the securities held by Sigma Capital
Associates. Mr. Cohen controls each of SAC Capital Advisors, SAC
Capital Management and Sigma Management. Each of SAC Capital
Advisors, SAC Capital Management, Sigma Management and Mr. Cohen
disclaims beneficial ownership of any of the securities covered by
this statement.
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. þ
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
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Item 7 |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Not Applicable
Page 9 of 11
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 the signatory certifies that, to the best of his knowledge and belief, the
securities referred to above 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.
Page 10 of 11
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:
January 7, 2009
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S.A.C. CAPITAL ADVISORS, LLC
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By: |
/s/ Peter Nussbaum |
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Name: |
Peter Nussbaum |
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Title: |
Authorized Person |
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S.A.C. CAPITAL MANAGEMENT, LLC
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By: |
/s/ Peter Nussbaum |
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Name: |
Peter Nussbaum |
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Title: |
Authorized Person |
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SIGMA CAPITAL MANAGEMENT, LLC
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By: |
/s/ Peter Nussbaum |
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Name: |
Peter Nussbaum |
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Title: |
Authorized Person |
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SIGMA CAPITAL ASSOCIATES, LLC
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By: |
/s/ Peter Nussbaum |
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Name: |
Peter Nussbaum |
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Title: |
Authorized Person |
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STEVEN A. COHEN
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By: |
/s/ Peter Nussbaum |
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Name: |
Peter Nussbaum |
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Title: |
Authorized Person |
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Page 11 of 11