Item 1. Security and Issuer.
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends the Schedule 13D originally filed, as previously amended by Amendment No. 1 and Amendment No. 2 (the "Schedule 13D") relating to the common stock, $0.001 par value (the "Common Stock") of Titan Pharmaceuticals, Inc. (the "Issuer") having its principal executive office at 400 Oyster Point Blvd., Suite 505, South San Francisco, California 94080.
Certain terms used but not defined in this Amendment No. 3 shall have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D.
Item 2. Identity and Background.
This statement is being filed by Apple Tree Partners IV, L.P. ("ATP IV"), Braeburn Pharmaceuticals, Inc. ("Braeburn"), ATP III GP, Ltd. ("ATP GP") and Seth L. Harrison ("Harrison" and, together with ATP IV, Braeburn and ATP GP, the "Reporting Persons"). Braeburn may be deemed to be controlled by ATP IV. ATP GP is the sole general partner of ATP IV. Harrison is the sole owner and director of ATP GP and a director of Braeburn.
The principal business of ATP IV is to make, hold and dispose of equity and equity-related investments. The principal business of Braeburn is the development and marketing of pharmaceuticals. The principal business of ATP GP is to act as the sole general partner of ATP and certain other investment entities. The principal business of Harrison is to manage the other reporting entities and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ATP IV is a Cayman Islands exempted limited partnership. Braeburn is a Delaware corporation. ATP GP is a Cayman Islands exempted company. Harrison is a citizen of the United States.
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the Issuer.
Each of the Reporting Persons ceased to own beneficially five percent (5%) or more of the Issuer's Common Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 – Agreement regarding filing of joint Schedule 13D.