UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information to be Included in Statements Filed
Pursuant to Rules 13d-1(b), (c) and (d) and Amendments
Thereto Filed Pursuant to Rule 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INDEVUS PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)
US4540721093
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | 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).
| CUSIP NO. US4540721093 |
13G | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
GLENN L. COOPER, M.D. |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) ¨ |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. SOLE VOTING POWER
3,089,872 | |
| 6. SHARED VOTING POWER
0 | ||
| 7. SOLE DISPOSITIVE POWER
3,089,872 | ||
| 8. SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,089,872 |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
|||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% |
|||
| 12. | TYPE OF REPORTING PERSON*
IN |
Page 2 of 5 Pages
Item 1(a). Name of Issuer:
Indevus Pharmaceuticals, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
33 Hayden Avenue
Lexington, Massachusetts 02421
Item 2(a). Name of Person Filing:
Glenn L. Cooper, M.D.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of the reporting person is:
c/o Indevus Pharmaceuticals, Inc.
33 Hayden Avenue
Lexington, Massachusetts 02421
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001
Item 2(e). CUSIP Number:
US4540721093
Item 3. If This Statement is Filed Pursuant to Rule 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 Exchange Act. |
| (b) | ¨ Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
Page 3 of 5 Pages
| (d) | ¨ Investment company registered under Section 8 of the Investment Company Act. |
| (e) | ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| (j) | ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨
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: |
Includes (i) 266,900 shares, 71,900 of which are shares of restricted stock subject to vesting, transfer restrictions, forfeiture and acceleration, and (ii) 2,822,972 shares issuable upon exercise of options exercisable within 60 days, but excludes 97,500 shares issuable upon exercise of options held by Dr. Cooper’s spouse, an employee of Indevus, as to all of which shares Dr. Cooper disclaims beneficial ownership.
| (b) | Percent of class: 5.2% |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 3,089,872 |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: 3,089,872 |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
Page 4 of 5 Pages
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 ¨.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
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
Item 10. Certification
Not Applicable
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.
Date: 2/14/07
/s/ Glenn L. Cooper
Glenn L. Cooper, M.D.
Page 5 of 5 Pages