BVF Form 3 Oncothyreon / MARK N LAMPERT ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BVF PARTNERS L P/IL

(Last)

(First)

(Middle)

ONE SANSOME STREET

30TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2015

3. Issuer Name and Ticker or Trading Symbol
Oncothyreon Inc. [ ONTY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value per share⁽¹⁾	4,748,420	D⁽²⁾
Common Stock, no par value per share⁽¹⁾	3,043,027	D⁽³⁾
Common Stock, no par value per share⁽¹⁾	742,489	D⁽⁴⁾
Common Stock, no par value per share⁽¹⁾	10,265,432	I⁽⁵⁾	Please see footnote⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽⁶⁾	12/05/2018	Common Stock, no par value per share	2,288,698	5⁽⁶⁾	D⁽²⁾
Warrants	⁽⁶⁾	12/05/2018	Common Stock, no par value per share	1,223,484	5⁽⁶⁾	D⁽³⁾
Warrants	⁽⁶⁾	12/05/2018	Common Stock, no par value per share	1,487,818	5⁽⁶⁾	I⁽⁵⁾	Please see Footnote⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	3,040,000	1.48⁽⁹⁾	D⁽²⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	1,640,000	1.48⁽⁹⁾	D⁽³⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	1,240,000	1.48⁽⁹⁾	D⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	1,580,000	1.48⁽⁹⁾	I⁽⁵⁾	Please see Footnote⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	2,600,000	1.5⁽⁹⁾	D⁽²⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	1,400,000	1.5⁽⁹⁾	D⁽³⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	1,333,000	1.5⁽⁹⁾	I⁽⁵⁾	Please see Footnote⁽⁵⁾
Series A Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	1,157,000	2⁽⁹⁾	D⁽²⁾
Series A Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	598,000	2⁽⁹⁾	D⁽³⁾
Series A Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	322,000	2⁽⁹⁾	D⁽⁴⁾
Series A Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock, no par value per share	423,000	2⁽⁹⁾	I⁽⁵⁾	Please see Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

BVF PARTNERS L P/IL

(Last)

(First)

(Middle)

ONE SANSOME STREET

30TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOTECHNOLOGY VALUE FUND L P

(Last)

(First)

(Middle)

ONE SANSOME STREET

30TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOTECHNOLOGY VALUE FUND II LP

(Last)

(First)

(Middle)

ONE SANSOME STREET

30TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Biotechnology Value Trading Fund OS LP

(Last)

(First)

(Middle)

P.O. BOX 309 UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BVF Partners OS Ltd.

(Last)

(First)

(Middle)

P.O. BOX 309 UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BVF INC/IL

(Last)

(First)

(Middle)

ONE SANSOME STREET

30TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LAMPERT MARK N

(Last)

(First)

(Middle)

ONE SANSOME STREET

30TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.

3. Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.

4. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.

5. Securities held in certain Partners management accounts (the "Partners Management Accounts"). Partners, as the investment manager of the Partners Management Accounts may be deemed to beneficially own the securities held by the Partners Management Accounts.

6. The Warrants are currently exercisable, for $5.00 per share, subject to adjustment pursuant to the terms of the Warrants and expire on December 5, 2018. The Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended ("Section 13(d)"), more than 9.999% of the shares of Common Stock outstanding immediately after giving effect to such exercise, subject to increase or decrease to the ownership limitation as set forth in the Warrants, but in no event in excess of 19.999% of the Shares outstanding.

7. The Series C Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 9.99% of the Shares outstanding immediately after giving effect to such exercise. The Series B Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 4.99% of the Shares outstanding immediately after giving effect to such exercise. The Series A Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 4.99% of the Shares outstanding immediately after giving effect to such exercise.

8. None of the Series C Convertible Preferred Stock, Series B Convertible Preferred Stock or Series A Convertible Preferred Stock has an expiration date.

9. $1.48, subject to adjustment pursuant to the terms of the Series C Convertible Prefered Stock. $1.50, subject to adjustment pursuant to the terms of the Series B Convertible Prefered Stock. $2.00, subject to adjustment pursuant to the terms of the Series A Convertible Prefered Stock.

	BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	12/22/2015
	Biotechnology Value Fund, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	12/22/2015
	Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	12/22/2015
	BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	12/22/2015
	Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	12/22/2015
	BVF Inc., By: /s/ Mark N. Lampert, President	12/22/2015
	/s/ Mark N. Lampert	12/22/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

BVF Form 3Oncothyreon / MARK N LAMPERT ownership change