SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G/A
(Rule
13d-102)
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
(Amendment
No. 1)*
Facet
Biotech Corporation
(Name of
Issuer)
Common
Stock, $0.01 par value
(Title of
Class of Securities)
30303Q103
(CUSIP
Number)
James E.
Dawson, Esq., Nutter, McClennen & Fish LLP
155
Seaport Blvd., Boston, MA 02210
(617)
439-2623
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
December
31, 2009
(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)
x
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
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
).
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CUSIP
No. 30303Q103
|
SCHEDULE
13G/A
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Page
2 of 9
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|
(1)
Names of reporting persons
NB Public Equity K/S
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|
(2)
Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
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(3)
SEC use only
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(4)
Citizenship or place of organization
Denmark
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|
Number
of shares
beneficially
owned by
each
reporting person
with:
|
(5)
Sole voting power:
0
|
|
(6)
Shared voting power:
1,538,338
|
|
(7)
Sole dispositive power:
0
|
|
(8)
Shared dispositive power:
1,538,338
|
|
(9)
Aggregate amount beneficially owned by each reporting person:
1,538,338
|
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
|
|
(11)
Percent of class represented by amount in Row 9:
6.1%
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|
(12)
Type of reporting person (see instructions):
PN
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CUSIP
No. 30303Q103
|
SCHEDULE
13G/A
|
Page
3 of 9
|
|
(1)
Names of reporting persons
NB Public Equity Komplementar
ApS
|
|
(2)
Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
|
|
(3)
SEC use only
|
|
(4)
Citizenship or place of organization
Denmark
|
|
Number
of shares
beneficially
owned by
each
reporting person
with:
|
(5)
Sole voting power:
0
|
|
(6)
Shared voting power:
1,538,338
|
|
(7)
Sole dispositive power:
0
|
|
(8)
Shared dispositive power:
1,538,338
|
|
(9)
Aggregate amount beneficially owned by each reporting person:
1,538,338
|
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
|
|
(11)
Percent of class represented by amount in Row 9:
6.1%
|
|
(12)
Type of reporting person (see instructions):
PN
|
|
CUSIP
No. 30303Q103
|
SCHEDULE
13G/A
|
Page
4 of 9
|
|
(1)
Names of reporting persons
Cora Madsen
|
|
(2)
Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
|
|
(3)
SEC use only
|
|
(4)
Citizenship or place of organization
United States
|
|
Number
of shares
beneficially
owned by
each
reporting person
with:
|
(5)
Sole voting power:
0
|
|
(6)
Shared voting power:
1,538,338
|
|
(7)
Sole dispositive power:
0
|
|
(8)
Shared dispositive power:
1,538,338
|
|
(9)
Aggregate amount beneficially owned by each reporting person:
1,538,338
|
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
|
|
(11)
Percent of class represented by amount in Row 9:
6.1%
|
|
(12)
Type of reporting person (see instructions):
IN
|
|
CUSIP
No. 30303Q103
|
SCHEDULE
13G/A
|
Page
5 of 9
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(1)
Names of reporting persons
Christian Hansen
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|
(2)
Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
|
|
(3)
SEC use only
|
|
(4)
Citizenship or place of organization
Denmark
|
|
Number
of shares
beneficially
owned by
each
reporting person
with:
|
(5)
Sole voting power:
0
|
|
(6)
Shared voting power:
1,538,338
|
|
(7)
Sole dispositive power:
0
|
|
(8)
Shared dispositive power:
1,538,338
|
|
(9)
Aggregate amount beneficially owned by each reporting person:
1,538,338
|
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
|
|
(11)
Percent of class represented by amount in Row 9:
6.1%
|
|
(12)
Type of reporting person (see instructions):
IN
|
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CUSIP
No. 30303Q103
|
SCHEDULE
13G/A
|
Page
6 of 9
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(1)
Names of reporting persons
Florian Schönharting
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|
(2)
Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
|
|
(3)
SEC use only
|
|
(4)
Citizenship or place of organization
Denmark
|
|
Number
of shares
beneficially
owned by
each
reporting person
with:
|
(5)
Sole voting power:
0
|
|
(6)
Shared voting power:
1,538,338
|
|
(7)
Sole dispositive power:
0
|
|
(8)
Shared dispositive power:
1,538,338
|
|
(9)
Aggregate amount beneficially owned by each reporting person:
1,538,338
|
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
|
|
(11)
Percent of class represented by amount in Row 9:
6.1%
|
|
(12)
Type of reporting person (see instructions):
IN
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CUSIP
No. 30303Q103
|
SCHEDULE
13G/A
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Page
7 of 9
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Item
1.
(a)
Name of Issuer:
Facet Biotech Corporation
(b)
Address of Issuer’s Principal Executive Offices:
1500 Seaport Boulevard
Redwood City, CA 94063
Item
2.
(a)
Name of Person Filing:
This
Schedule 13G/A is filed on behalf of the following persons (the “Reporting
Persons”):
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(ii)
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NB
Public Equity Komplementar ApS
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(b)
Address or Principal Business Office or, if none, Residence:
The
business address for each of the Reporting Persons is Oestergade 5, 3
rd
floor,
DK-1100, Copenhagen K, Denmark.
(c)
Citizenship:
See Item
4 of the attached cover pages.
(d)
Title of Class of Securities:
Common Stock, par value $0.
01
(e)
CUSIP No.:
30303Q103
Item
3.
N/A
Item
4. Ownership.
(a)
Amount Beneficially Owned:
NB Public
Equity K/S is the beneficial owner of an aggregate of 1,538,338
(
1
)
shares
of Common Stock.
NB Public
Equity Komplementar ApS is the beneficial owner of an aggregate of
1,538,338
(
2
)
shares
of Common Stock.
Cora
Madsen is the beneficial owner of an aggregate of 1,538,338
(
3
)
shares
of Common Stock.
Christian
Hansen is the beneficial owner of an aggregate of 1,538,338
(
4
)
shares
of Common Stock.
Florian
Schönharting is the beneficial owner of an aggregate of 1,538,338
(
5
)
shares
of Common Stock.
(b) Percent of Class
(
6
)
The
amount beneficially owned by each of the Reporting Persons represents
approximately 6.1% of the total issued and outstanding shares of Common
Stock.
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CUSIP
No. 30303Q103
|
SCHEDULE
13G/A
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Page
8 of 9
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(c)
Number of shares as to which such person has:
(i)
Sole power to vote or direct the vote
N/A
(ii)
Shared power to direct the vote
Each of
the Reporting Persons has the shared power to vote or direct the vote of
1,538,338 shares.
(iii)
Sole power to dispose or to direct the disposition of
N/A
(iv)
Shared power to dispose or to direct the disposition of
Each of
the Reporting Persons has the shared power to dispose or direct the disposition
of 1,538,338 shares.
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(
1
)
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NB
Public Equity K/S (the “Fund”) is the beneficial owner of 1,538,338
shares. The Fund is a limited partnership, and NB Public Equity
Komplementar ApS (the “General Partner”) is its sole general
partner.
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(
2
)
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The
General Partner has no ownership share in the Fund, but is entitled to a
management fee for the services provided to the Fund. By reason
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Rule
13d-3”), the General Partner may be deemed to be the beneficial owner of
the securities held by the Fund.
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(
3
)
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Cora
Madsen is a director of the General Partner and in this capacity has the
legal power to direct the voting or disposition of the Common Stock
beneficially owned by the Fund. Therefore, by reason of Rule
13d-3, Ms. Madsen may be deemed to be the beneficial owner of securities
held by the Fund. Ms. Madsen has no ownership interest, either
direct or indirect, in the General
Partner.
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(
4
)
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Christian
Hansen is a director in Nordic Biotech Advisors ApS, which owns 100% of
the shares of the General Partner, and is an indirect investor in a
limited partner of the Fund. As such, he may be deemed under
Rule 13d-3 to be a beneficial owner of the securities held by the
Fund.
|
|
(
5
)
|
Florian
Schönharting is a director in Nordic Biotech Advisors ApS, which owns 100%
of the shares of the General Partner, and is an indirect investor in a
limited partner of the Fund. As such, he may be deemed under
Rule 13d-3 to be a beneficial owner of the securities held by the
Fund.
|
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(
6
)
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Based
on 25,067,740 shares of Common Stock outstanding as of October 27,
2009.
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Item
5. Ownership of Five Percent or Less of a Class.
N/A
Item 6
.
Ownership of More than 5 Percent on
Behalf of Another Person.
N/A
Item 7.
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
N/A
Item 8.
Identification and Classification of
Members of the Group
N/A
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CUSIP
No. 30303Q103
|
SCHEDULE
13G/A
|
Page
9 of 9
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Item 9.
Notice of Dissolution of
Group
N/A
Item 10.
Certifications
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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 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 my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: February
16, 2010
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NB
PUBLIC EQUITY K/S
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By:
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NB
PUBLIC EQUITY KOMPLEMENTAR ApS,
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its
general partner
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By:
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/s/ Cora Madsen*
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Name:
Cora Madsen
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Title:
Director
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NB
PUBLIC EQUITY KOMPLEMENTAR ApS
|
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By:
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/s/ Cora Madsen*
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Name:
Cora Madsen
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Title:
Director
|
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/s/ Cora Madsen*
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Cora
Madsen
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/s/ Christian Hansen*
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Christian
Hansen
|
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/s/ Florian Sch
önharting*
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Florian
Schönharting
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*By:
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/s/
James E. Dawson
|
|
James
E. Dawson, as
attorney-in-fact
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