Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No.  3)
 
BIOCRYST PHARMACEUTICALS, INC.
(Name of Issuer)
     
Common Stock, par value $0.01 per share
(Title of Class of Securities)
     
 
09058V-10-3
  
 
(CUSIP Number)
  
     
Leo Kirby
667 Madison Avenue, 21st Floor
New York, NY  10065
(212) 339-5633
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
 
May 28, 2009
  
 
(Date of Event which Requires Filing of this Statement)
  
     

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 (the “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).
 
Page 1 of 6 Pages
 
SCHEDULE 13D
 
CUSIP No.   09058V-10-3
  
Page  2  of   6  Pages

1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Julian C. Baker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
7,146,948
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
7,146,948
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,146,948
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
SCHEDULE 13D
 
CUSIP No.   09058V-10-3
  
Page  3  of   6  Pages
 
1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Felix J. Baker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
7,146,948
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
7,146,948
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,146,948
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%
14
TYPE OF REPORTING PERSON (See Instructions)
IN

This Amendment No.3 to Schedule 13D is being filed by Julian C. Baker and Felix J. Baker (the “Reporting Persons”) to supplement the statements on Schedule 13D previously filed by them, as heretofore amended.  Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
 
 
Item 5.
Interest in Securities of the Issuer.
 
Set forth in the table below is the aggregate number of shares of Common Stock beneficially owned along with shares of Common Stock that may be acquired upon the exercise of Warrants as of the date hereof by each of the following, together with the percentage of outstanding shares of Common Stock that such number represents based upon 38,331,303 shares outstanding as reported on the Company’s SEC Form 10-Q filed on May 8, 2009. Such percentage figures are calculated on the basis that the Warrants owned by the Reporting Persons are deemed exercised for shares of Common Stock but other outstanding Warrants are not deemed converted or exercised.
 
Name
  
Number of Shares
    
Percent of Class
Outstanding
  
Baker Bros Investments, L.P.
     34,046       0.1 %
Baker Bros. Investments II, L.P.
     40,805       0.1 %
Baker/Tisch Investments, L.P.
     17,241       0.0 %
667, L.P.
     1,946,741       4.9 %
Baker Brothers Life Sciences, L.P.
     4,951,676       12.4 %
14159, L.P.
     156,439       0.4 %
Total
     7,146,948       17.9 %
 
By virtue of their ownership of entities that have the power to control the investment decisions of the limited partnerships listed in the table above, Julian C. Baker and Felix J. Baker may each be deemed to be beneficial owners of shares owned by such entities and may be deemed to have shared power to vote or direct the vote of and shared power to dispose or direct the disposition of such securities.
 
Stephen R. Biggar, an employee of Baker Bros. Advisors, LLC, is a Director of the Company.
 
 
The following transactions in Common Stock were effected by the entities noted below during the sixty days preceding the filing of this statement. None of the reporting Persons has effected any other transactions in Common Stock during this period.
 
                 
Name
Date
  
Number of
          
     
Shares
  
Transaction
 
Price / Share
  
                 
Baker Tisch Investments, L.P.
5/28/2009
     1,651  
Sale
     4.4535  
Baker Bros. Investments, L.P.
5/28/2009
     3,260  
Sale
     4.4535  
Baker Bros. Investments II, L.P.
5/28/2009
     2,914  
Sale
     4.4535  
667, L.P.
5/28/2009
     38,710  
Sale
     4.4535  
Baker Brothers Life Sciences, L.P.
5/28/2009
     84,619  
Sale
     4.4535  
14159, L.P.
5/28/2009
     2,597  
Sale
     4.4535  
Baker Tisch Investments, L.P.
5/28/2009
     2,975  
Sale
     4.5041  
Baker Bros. Investments, L.P.
5/28/2009
     5,875  
Sale
     4.5041  
Baker Bros. Investments II, L.P.
5/28/2009
     5,253  
Sale
     4.5041  
667, L.P.
5/28/2009
     69,762  
Sale
     4.5041  
Baker Brothers Life Sciences, L.P.
5/28/2009
     152,494  
Sale
     4.5041  
14159, L.P.
5/28/2009
     4,677  
Sale
     4.5041  
Baker Tisch Investments, L.P.
5/29/2009
     402  
Sale
     4.3013  
Baker Bros. Investments, L.P.
5/29/2009
     792  
Sale
     4.3013  
Baker Bros. Investments II, L.P.
5/29/2009
     708  
Sale
     4.3013  
667, L.P.
5/29/2009
     9,409  
Sale
     4.3013  
Baker Brothers Life Sciences, L.P.
5/29/2009
     20,567  
Sale
     4.3013  
14159, L.P.
5/29/2009
     631  
Sale
     4.3013  
Baker Tisch Investments, L.P.
5/29/2009
     2,065  
Sale
     4.1228  
Baker Bros. Investments, L.P.
5/29/2009
     4,079  
Sale
     4.1228  
Baker Bros. Investments II, L.P.
5/29/2009
     3,647  
Sale
     4.1228  
667, L.P.
5/29/2009
     48,438  
Sale
     4.1228  
Baker Brothers Life Sciences, L.P.
5/29/2009
     105,881  
Sale
     4.1228  
14159, L.P.
5/29/2009
     3,249  
Sale
     4.1228  
Baker Tisch Investments, L.P.
6/1/2009
     2,157  
Sale
     3.8641  
Baker Bros. Investments, L.P.
6/1/2009
     4,259  
Sale
     3.8641  
Baker Bros. Investments II, L.P.
6/1/2009
     3,808  
Sale
     3.8641  
667, L.P.
6/1/2009
     50,574  
Sale
     3.8641  
Baker Brothers Life Sciences, L.P.
6/1/2009
     110,557  
Sale
     3.8641  
14159, L.P.
6/1/2009
     3,392  
Sale
     3.8641  
Baker Tisch Investments, L.P.
6/1/2009
     835  
Sale
     3.8850  
Baker Bros. Investments, L.P.
6/1/2009
     1,649  
Sale
     3.8850  
Baker Bros. Investments II, L.P.
6/1/2009
     1,475  
Sale
     3.8850  
667, L.P.
6/1/2009
     19,585  
Sale
     3.8850  
Baker Brothers Life Sciences, L.P.
6/1/2009
     42,814  
Sale
     3.8850  
14159, L.P.
6/1/2009
     1,314  
Sale
     3.8850  
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Except as reported herein, neither of the Reporting Persons has any express contracts, arrangements or understandings with any other Reporting Person with respect to the securities of the Company.  Except as set forth in Item 7 below, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with the Company.
 
Item 7.
Material To Be Filed as Exhibits.
 
Exhibit 1
Agreement regarding the joint filing of this statement.
 
 
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.
 
June 1, 2009
 
By:
/s/ Julian C. Baker  
    Julian C. Baker  
       
       
  By: /s/ Felix J. Baker  
    Felix J. Baker