UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No. 2)*
Arrowhead
Research Corporation
----------------------------------------------
(Name
of
Issuer)
Common
Stock, $0.001 par value
---------------------------------------------------
(Title
of
Class of Securities)
042797100
-----------------
(CUSIP
Number)
October
31, 2007
-----------------------------------------------------
(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)
o
Rule
13d-1(c)
o
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
IRS
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
JGD
Management Corp.
EIN: 13-3633324
|
||
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
|
(a)
o
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||||
| (b) x | ||||
|
3)
|
SEC
USE ONLY
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|||
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5) SOLE VOTING POWER |
3,698,290
|
|
6)
SHARED VOTING POWER
|
-0-
|
|
|
7)
SOLE DISPOSITIVE POWER
|
3,698,290
|
|
|
8)
SHARED DISPOSITIVE POWER
|
-0-
|
|
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,698,290 | ||
|
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
9.3%
|
||||
|
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
|
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|
Item
2(a).
|
Name
of Person Filing:
|
|
|
This
Schedule is being filed by JGD Management Corp. (“JGD”), a Delaware
corporation, with respect to:
|
||
|
(i)
571,618 shares of Common Stock (which consist of (a) 376,781
shares of
Common Stock and (b) warrants to purchase 194,837 shares of
Common Stock)
directly owned by York Capital Management, L.P. (“York Capital”), a
Delaware limited partnership;
|
||
|
(ii)
2,477,884 shares of Common Stock (which consist of (a) 1,632,364
shares of
Common Stock and (b) warrants to purchase 845,520 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; and
|
||
|
(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.
|
||
|
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. Accordingly, JGD
may be deemed
to have beneficial ownership over the shares of Common Stock
reported in
this Schedule.
|
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Page
3 of
7 Pages
|
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
|
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The
principal business office address of JGD is:
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c/o
York Capital Management
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767
Fifth Avenue
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17th
Floor
|
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New
York, New York 10153
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Item
2(c).
|
Citizenship:
|
|
|
The
place of organization of JGD is Delaware.
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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)o
Broker or dealer registered under section 15 of the Act (15
U.S.C.78o).
|
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|
(b)o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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|
(c)o
Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C.
78c).
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|
(d)o
Investment company registered under section 8 of the Investment
Company
Act of 1940 (15 U.S.C 80a-8).
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|
(e)xAn
investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)o
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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|
(g)o
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
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|
(h)o
A
savings associations as defined in Section 3(b) of the Federal
Deposit
Insurance Act (12 U.S.C. 1813);
|
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|
(i)o
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);
|
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|
(j)o
Group, in accordance with §240.13d-1 (b)(1)(ii)(J).
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Page
4 of
7 Pages
|
Item
4.
|
Ownership.
|
|
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Provide
the following information regarding the aggregate number and
percentage of
the class of securities of the issuer identified in Item
1.
|
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|
(a)
Amount beneficially owned:
|
3,698,290
|
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(b)
Percent of class:
|
9.3%
|
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(c)
Number of shares as to which the person has:
|
|
|
|
(i)
Sole power to vote or to direct the vote
|
3,698,290
|
|
|
|
||
|
(ii)
Shared power to vote or to direct the vote
|
-0-
|
|
|
(iii)
Sole power to dispose or to direct the disposition of
|
3,698,290
|
|
|
|
||
|
(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
39,780,535 shares of Common Stock, which consist of (i) 38,610,420
shares
of Common Stock outstanding as of December 11, 2007, as reported
in the
issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange
Commission on December 14, 2007, 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.
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|
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
o.
|
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|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
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|
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 or
York Select
Trust, 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.
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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.
|
|
|
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
|
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|
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 with respect to it is true,
complete
and correct.
Dated:
January 18, 2008
JGD
MANAGEMENT CORP.
By:
/s/ Adam
J.
Semler
Adam
J.
Semler
Chief
Financial Officer