UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. 3)*
Arrowhead
Research Corporation
(Name of
Issuer)
Common
Stock, $0.001 par value
(Title of Class of Securities)
042797100
(CUSIP
Number)
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:
xRule
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
7 Pages
|
CUSIP
No. 042797100
|
13G
|
|
1)
|
NAMES
OF REPORTING PERSONS
|
JGD
Management Corp.
|
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
|
(a)
¨
|
||
|
(b)
x
|
|
3)
|
SEC
USE ONLY
|
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER
OF
|
5)
SOLE VOTING POWER
|
1,689,145
|
|
SHARES
|
||
|
BENEFICIALLY
|
6)
SHARED VOTING POWER
|
-0-
|
|
OWNED
BY
|
||
|
EACH
|
7)
SOLE DISPOSITIVE POWER
|
1,689,145
|
|
REPORTING
|
||
|
PERSON
WITH
|
8)
SHARED DISPOSITIVE POWER
|
-0-
|
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,689,145
|
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
¨
|
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
Approximately
3.8%
|
|
12)
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO
|
Page 2 of
7 Pages
|
Item
1(a).
|
Name
of Issuer:
|
Arrowhead
Research Corporation
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
201
S. Lake Avenue, Suite 703
|
|
|
Pasadena,
California 91101
|
|
Item
2(a).
|
Name
of Person Filing:
|
|
This
Schedule is being filed by JGD Management Corp. (“JGD”), a Delaware
corporation, with respect to:
(i)
warrants to purchase 194,837 shares of Common Stock directly owned by York
Capital Management, L.P. (“York Capital”), a Delaware limited
partnership;
(ii)
warrants to purchase 782,952 shares of Common Stock directly owned by York
Investment Limited (“York Investment”), a corporation of the Commonwealth
of The Bahamas;
(iii)
302,768 shares of Common Stock (which consist of (a) 242,214 shares of
Common Stock and (b) warrants to purchase 60,554 shares of Common Stock)
directly owned by York Select, L.P. (“York Select”), a Delaware limited
partnership;
(iv)
346,020 shares of Common Stock (which consist of (a) 276,816 shares of
Common Stock and (b) warrants to purchase 69,204 shares of Common Stock)
directly owned by York Select Unit Trust (“York Select Trust”), a trust
organized under the laws of the Cayman Islands; and
(v)
warrants to purchase 62,568 shares of Common Stock directly owned by a
managed account (the “Managed Account”).
The
general partners of York Capital and York Select and the managers of York
Investment and York Select Trust have delegated certain management and
administrative duties of such funds to JGD. In addition, JGD
manages the Managed Account. Accordingly, JGD may be deemed to
have beneficial ownership over the shares of Common Stock reported in this
Schedule.
|
Page 3 of
7 Pages
|
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
|
The
principal business office address of JGD is:
|
|
|
c/o
York Capital Management
|
|
|
767
Fifth Avenue, 17th
Floor
|
|
|
New
York, New York 10153
|
|
Item
2(c).
|
Citizenship:
|
|
The
place of organization of JGD is
Delaware.
|
|
Item
2(d).
|
Title of Class of Securities: |
Common
Stock, $0.001 par
value
|
|
Item
2(e).
|
CUSIP
Number:
|
042797100
|
|
Item
3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 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
§240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
A parent holding company or control person in accordance
with§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)
|
¨
A non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the
type of institution:
____________.
|
Page 4 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:
|
1,689,145
|
|
|
(b)
Percent of class:
|
3.8%
|
|
(c)
Number of shares as to which the person has:
|
|
(i)
Sole power to vote or to direct the vote
|
1,689,145
|
|
|
(ii)
Shared power to vote or to direct the vote
|
-0-
|
|
|
(iii)
Sole power to dispose or to direct the disposition of
|
1,689,145
|
|
|
(iv)
Shared power to dispose or to direct the disposition of
|
-0-
|
|
The
number of shares beneficially owned and the percentage of outstanding
shares represented thereby for JGD have been computed in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. The percentage of ownership described above is based
on an aggregate of 44,104,632 shares of Common Stock, which consist of (i)
42,934,517 shares of Common Stock outstanding as of February 9, 2009, as
reported in the issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on February 9, 2009, and (ii) the
number of shares of Common Stock issuable to JGD if JGD were to exercise
all of its warrants to purchase shares of Common
Stock.
|
|
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 x.
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
The
right to receive dividends from, or the proceeds from the sale of, all
shares of Common Stock reported in this statement as beneficially owned by
JGD is held by York Capital, York Investment, York Select, York Select
Trust or the Managed Account, as the case may be, all of which are the
advisory clients of JGD. JGD itself disclaims beneficial
ownership of all shares of Common Stock reported in this statement
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended.
|
Page 5 of
7 Pages
|
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.
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
Not
Applicable.
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
Not
Applicable.
|
Page 6 of
7 Pages
|
Item
10.
|
Certification.
|
|
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.
|
|
SIGNATURE
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement is true, complete and
correct.
|
Dated:
February 17, 2009
|
||
|
JGD
MANAGEMENT CORP.
|
||
|
By:
|
/s/ Adam J. Semler
|
|
|
Adam
J. Semler
|
||
|
Chief
Financial Officer
|
||
Page 7 of
7 Pages