| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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| Under the Securities Exchange Act of 1934 |
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| (Amendment No. 1)* |
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| FURIEX PHARMACEUTICALS, INC. |
| (Name of Issuer) |
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| Common Stock, $0.001 Par Value |
| (Title of Class of Securities) |
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| 36106P101 |
| (CUSIP Number) |
| | | | |
| | | | with a copy to: |
| | Tyndall Capital Partners, L.P. | | Allen B. Levithan, Esq. |
| | 599 Lexington Avenue | | Lowenstein Sandler PC |
| | Suite 4100 | | 1251 Avenue of the Americas, 18th Floor |
| | New York, NY 10022 | | New York, NY 10020 |
| | (212) 446-2460 | | (973) 597-2500 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
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| July 15, 2011 |
| (Date of Event which Requires Filing of this Statement) |
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If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*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 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).
| | 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
| | | |
| | | Tyndall Capital Partners, L.P. |
| | | 13-3594570 |
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| | 2. | Check the Appropriate Box if a Member of a Group (See Instructions): |
| | (a) | Not |
| | (b) | Applicable |
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| | 3. | SEC Use Only |
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| | 4. | Source of Funds (See Instructions): WC |
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| | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): |
| | | |
| | | Not Applicable |
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| | 6. | Citizenship or Place of Organization: Delaware |
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| | Number of | 7. | Sole Voting Power: | 13,872* | |
| | Shares Beneficially | 8. | Shared Voting Power: | 0 | |
| | Owned by | | | | |
| | Each Reporting | 9. | Sole Dispositive Power: | 13,872* | |
| | Person With | 10. | Shared Dispositive Power: | 0 | |
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| | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 13,872* |
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| | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | | (See Instructions): Not Applicable |
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| | 13. | Percent of Class Represented by Amount in Row (11): 0.1%* |
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| | 14. | Type of Reporting Person (See Instructions): PN |
*As of the date of filing of this Amendment No. 1 to Schedule 13D (the “Filing Date”), Tyndall Institutional Partners, L.P., a Delaware limited partnership (“Tyndall Institutional”), held 4,461 shares of the common stock, par value $0.001 per share (the “Shares”), of Furiex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Tyndall Partners, L.P., a Delaware limited partnership (“Tyndall Partners” and, together with Tyndall Institutional, the “Funds”), held 9,411 Shares. As of July 15, 2011, Tyndall Institutional held 24,806 Shares and Tyndall Partners held 66,463 Shares. Tyndall Capital Partners, L.P., a Delaware limited partnership (“Tyndall”), is the general partner of each of the Funds and possesses the sole power to vote and direct the disposition of all Shares held by the Funds. Thus, for purposes of Reg. Section 240.13d-3, Tyndall is deemed to beneficially own an aggregate of 13,872 Shares, or 0.1 % of the Shares deemed issued and outstanding, as of the Filing Date, and is deemed to beneficially own an aggregate of 91,269 Shares, or 0.9% of the Shares deemed issued and outstanding, as of July 15, 2011. The foregoing beneficial ownership percentages are based upon 9,881,340 Shares issued and outstanding as of April 30, 2011, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (File No. 001-34641), filed with the Securities and Exchange Commission on May 3, 2011.
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This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by Tyndall Capital Partners, L.P., a Delaware limited partnership (“Tyndall”), with the Securities and Exchange Commission on June 28, 2010 (the “Schedule 13D”). The Schedule 13D, as amended by this Amendment, relates to the common stock, par value $0.001 per share (the “Shares”), of Furiex Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Any capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:
Based upon information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (File No. 001-34641), filed with the Securities and Exchange Commission on May 3, 2011, there were 9,881,340 Shares issued and outstanding as of April 30, 2011. As of the date of filing of this Amendment No. 1 to Schedule 13D (the “Filing Date”), Tyndall Partners held 9,411 Shares and Tyndall Institutional held 4,461 Shares, and as of July 15, 2011, Tyndall Partners held 66,463 Shares and Tyndall Institutional held 24,806 Shares. Tyndall possesses the sole power to vote and direct the disposition of all Shares held by the Funds. Thus, for purposes of Reg. Section 240.13d-3, Tyndall is deemed to beneficially own an aggregate of 13,872 Shares, or 0.1%, of the Shares deemed issued and outstanding, as of the Filing Date, and is deemed to beneficially own an aggregate of 91,269 Shares, or 0.9% of the Shares deemed issued and outstanding, as of July 15, 2011.
Tyndall ceased to be the beneficial owner of more than five percent of the Shares on July 15, 2011.
During the 60 days on or prior to July 15, 2011 and from July 15, 2011 to the Filing Date, the Funds entered into the open market purchases and sales of Shares set forth below
| Entity | Date | Type of Transaction | Number of Shares | Security Type | Price Per Share ($) |
| Tyndall Partners | 05/25/2011 | Purchase | 3,861 | Shares | $ 15.31 |
| Tyndall Partners | 05/25/2011 | Sale | 3,539 | Shares | $ 15.44 |
| Tyndall Partners | 05/25/2011 | Sale | 3,861 | Shares | $ 15.44 |
| Tyndall Partners | 06/17/2011 | Sale | 10,000 | Shares | $ 17.87 |
| Tyndall Partners | 07/15/2011 | Short Sale | 1,132 | Shares | $ 18.02 |
| Tyndall Partners | 07/18/2011 | Sale | 1,500 | Shares | $ 17.76 |
| Tyndall Institutional | 07/19/2011 | Sale | 1,920 | Shares | $ 18.01 |
| Tyndall Institutional | 07/19/2011 | Sale | 4,100 | Shares | $ 17.97 |
| Tyndall Partners | 07/19/2011 | Sale | 4,200 | Shares | $ 18.01 |
| Tyndall Partners | 07/19/2011 | Sale | 20,900 | Shares | $ 17.97 |
| Tyndall Partners | 07/20/2011 | Sale | 1,200 | Shares | $ 17.89 |
| Tyndall Partners | 07/21/2011 | Sale | 2,294 | Shares | $ 17.95 |
| Tyndall Institutional | 07/22/2011 | Sale | 702 | Shares | $ 17.73 |
| Tyndall Institutional | 07/25/2011 | Sale | 1,732 | Shares | $ 17.47 |
| Tyndall Institutional | 07/26/2011 | Sale | 3,600 | Shares | $ 18.04 |
| Tyndall Partners | 07/26/2011 | Sale | 9,261 | Shares | $ 18.04 |
| Tyndall Partners | 07/27/2011 | Sale | 4,097 | Shares | $ 17.95 |
| Tyndall Partners | 07/27/2011 | Sale | 13,600 | Shares | $ 17.97 |
| Tyndall Institutional | 07/27/2011 | Sale | 1,900 | Shares | $ 17.94 |
| Tyndall Institutional | 07/27/2011 | Sale | 6,400 | Shares | $ 17.97 |
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In addition, on July 15, 2011, the Funds delivered an aggregate of 591,118 Shares to cover short positions in the Shares. Information regarding these transactions is as follows
| | Number of Shares | Security Type | |
| Tyndall Partners | 2/7/2011 | 500 | Shares | $ | 16.83 |
| Tyndall Institutional | 2/7/2011 | 300 | Shares | $ | 16.82 |
| Tyndall Institutional | 2/9/2011 | 1,775 | Shares | $ | 16.81 |
| Tyndall Partners | 2/10/2011 | 675 | Shares | $ | 16.79 |
| Tyndall Institutional | 2/10/2011 | 2,050 | Shares | $ | 16.79 |
| Tyndall Partners | 3/8/2011 | 11,200 | Shares | $ | 16.93 |
| Tyndall Institutional | 3/8/2011 | 2,731 | Shares | $ | 16.93 |
| Tyndall Partners | 3/9/2011 | 2,737 | Shares | $ | 17.00 |
| Tyndall Partners | 4/6/2011 | 2,287 | Shares | $ | 16.83 |
| Tyndall Institutional | 4/6/2011 | 1,300 | Shares | $ | 16.83 |
| Tyndall Institutional | 5/13/2011 | 123 | Shares | $ | 14.91 |
| Tyndall Partners | 5/16/2011 | 301 | Shares | $ | 14.96 |
| Tyndall Partners | 5/18/2011 | 4,900 | Shares | $ | 14.51 |
| Tyndall Institutional | 5/18/2011 | 2,375 | Shares | $ | 14.50 |
| Tyndall Partners | 5/19/2011 | 609 | Shares | $ | 14.52 |
| Tyndall Partners | 5/20/2011 | 19,700 | Shares | $ | 14.14 |
| Tyndall Institutional | 5/20/2011 | 9,500 | Shares | $ | 14.14 |
| Tyndall Partners | 5/23/2011 | 19,400 | Shares | $ | 14.11 |
| Tyndall Institutional | 5/23/2011 | 9,174 | Shares | $ | 14.10 |
| Tyndall Partners | 5/24/2011 | 3,300 | Shares | $ | 14.83 |
| Tyndall Institutional | 5/24/2011 | 1,564 | Shares | $ | 14.83 |
| Tyndall Partners | 5/25/2011 | 238,000 | Shares | $ | 15.46 |
| Tyndall Partners | 5/25/2011 | 2,300 | Shares | $ | 15.93 |
| Tyndall Institutional | 5/25/2011 | 112,000 | Shares | $ | 15.46 |
| Tyndall Institutional | 5/25/2011 | 1,000 | Shares | $ | 15.93 |
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Entity | Date of Short Sale | Number of Shares | Security Type | | |
| Tyndall Partners | 5/26/2011 | 2,600 | Shares | $ | 16.71 |
| Tyndall Institutional | 5/26/2011 | 1,300 | Shares | $ | 16.71 |
| Tyndall Institutional | 5/27/2011 | 4,519 | Shares | $ | 16.97 |
| Tyndall Partners | 5/31/2011 | 11,251 | Shares | $ | 16.99 |
| Tyndall Partners | 6/1/2011 | 2,428 | Shares | $ | 16.94 |
| Tyndall Institutional | 6/1/2011 | 1,900 | Shares | $ | 16.94 |
| Tyndall Partners | 6/2/2011 | 5,796 | Shares | $ | 17.46 |
| Tyndall Institutional | 6/2/2011 | 2,700 | Shares | $ | 17.46 |
| Tyndall Partners | 6/3/2011 | 3,527 | Shares | $ | 18.11 |
| Tyndall Institutional | 6/3/2011 | 1,700 | Shares | $ | 18.10 |
| Tyndall Partners | 6/6/2011 | 4,200 | Shares | $ | 18.36 |
| Tyndall Institutional | 6/6/2011 | 1,920 | Shares | $ | 18.36 |
| Tyndall Partners | 6/7/2011 | 5,304 | Shares | $ | 18.95 |
| Tyndall Institutional | 6/7/2011 | 2,600 | Shares | $ | 18.94 |
| Tyndall Partners | 6/8/2011 | 3,400 | Shares | $ | 18.52 |
| Tyndall Institutional | 6/8/2011 | 1,516 | Shares | $ | 18.52 |
| Tyndall Partners | 6/9/2011 | 1,900 | Shares | $ | 18.91 |
| Tyndall Partners | 6/10/2011 | 1,300 | Shares | $ | 18.66 |
| Tyndall Institutional | 6/10/2011 | 1,500 | Shares | $ | 18.66 |
| Tyndall Partners | 6/13/2011 | 2,300 | Shares | $ | 19.05 |
| Tyndall Institutional | 6/13/2011 | 1,100 | Shares | $ | 19.05 |
| Tyndall Partners | 6/14/2011 | 4,500 | Shares | $ | 19.08 |
| Tyndall Institutional | 6/14/2011 | 2,200 | Shares | $ | 19.08 |
| Tyndall Partners | 6/15/2011 | 3,434 | Shares | $ | 18.73 |
| Tyndall Institutional | 6/15/2011 | 1,600 | Shares | $ | 18.73 |
| Tyndall Partners | 6/16/2011 | 5,801 | Shares | $ | 18.67 |
| Tyndall Institutional | 6/16/2011 | 2,700 | Shares | $ | 18.67 |
| Tyndall Partners | 6/17/2011 | 4,800 | Shares | $ | 17.81 |
| Tyndall Institutional | 6/17/2011 | 2,300 | Shares | $ | 17.81 |
| Tyndall Partners | 6/20/2011 | 2,454 | Shares | $ | 17.19 |
| Tyndall Institutional | 6/20/2011 | 1,100 | Shares | $ | 17.18 |
| Tyndall Partners | 6/21/2011 | 2,500 | Shares | $ | 17.34 |
| Tyndall Institutional | 6/21/2011 | 1,100 | Shares | $ | 17.34 |
| Tyndall Institutional | 6/22/2011 | 800 | Shares | $ | 17.32 |
| Tyndall Partners | 6/23/2011 | 2,250 | Shares | $ | 17.38 |
| Tyndall Partners | 6/24/2011 | 3,100 | Shares | $ | 17.49 |
| Tyndall Institutional | 6/24/2011 | 1,499 | Shares | $ | 17.49 |
| Tyndall Institutional | 6/24/2011 | 297 | Shares | $ | 17.49 |
| Tyndall Partners | 6/27/2011 | 2,538 | Shares | $ | 17.39 |
| Tyndall Institutional | 6/27/2011 | 1,200 | Shares | $ | 17.39 |
| Tyndall Partners | 6/28/2011 | 1,383 | Shares | $ | 17.43 |
| Tyndall Partners | 6/28/2011 | 617 | Shares | $ | 17.43 |
| Tyndall Institutional | 6/29/2011 | 1,700 | Shares | $ | 17.71 |
| Tyndall Partners | 6/30/2011 | 2,478 | Shares | $ | 17.89 |
| Tyndall Partners | 6/30/2011 | 832 | Shares | $ | 17.89 |
Entity | Date of Short Sale | Number of Shares | Security Type | | |
| Tyndall Partners | 7/1/2011 | 2,368 | Shares | $ | 17.96 |
| Tyndall Institutional | 7/1/2011 | 1,900 | Shares | $ | 17.96 |
| Tyndall Partners | 7/5/2011 | 1,600 | Shares | $ | 18.34 |
| Tyndall Partners | 7/6/2011 | 2,300 | Shares | $ | 18.28 |
| Tyndall Institutional | 7/6/2011 | 1,900 | Shares | $ | 18.28 |
| Tyndall Partners | 7/7/2011 | 3,000 | Shares | $ | 18.19 |
| Tyndall Institutional | 7/7/2011 | 1,300 | Shares | $ | 18.19 |
| Tyndall Partners | 7/8/2011 | 2,802 | Shares | $ | 17.75 |
| Tyndall Institutional | 7/8/2011 | 1,400 | Shares | $ | 17.75 |
| Tyndall Partners | 7/11/2011 | 1,703 | Shares | $ | 17.52 |
| Tyndall Institutional | 7/12/2011 | 400 | Shares | $ | 17.56 |
| Tyndall Partners | 7/13/2011 | 1,600 | Shares | $ | 17.90 |
| Tyndall Institutional | 7/13/2011 | 900 | Shares | $ | 17.89 |
| Tyndall Institutional | 7/13/2011 | 200 | Shares | $ | 17.89 |
Other than the transactions described herein, during the 60 days on or prior to July 15, 2011 and from July 15, 2011 to the Filing Date, there were no purchases or sales of Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Tyndall, the Funds, Mr. Halis or any person or entity controlled by them or him or any person or entity for which they or he possesses voting or investment control over the securities thereof.
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: July 28, 2011 | |
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| | TYNDALL CAPITAL PARTNERS, L.P. |
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| | By: | /s/ Noah Levy | |
| | | Noah Levy, Authorized Signatory | |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
