CUSIP No. |
640650206 |
13G | Page | 2 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Southpoint Capital Advisors LP |
||||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
20-0975910 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 375,000** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 375,000** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
375,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.19%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
2 of 11
CUSIP No. |
640650206 |
13G | Page | 3 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Southpoint GP, LP |
||||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
20-1095514 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 375,000** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 375,000** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
375,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.19%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
3 of 11
CUSIP No. |
640650206 |
13G | Page | 4 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Southpoint Capital Advisors LLC |
||||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
20-0975900 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 375,000** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 375,000** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
375,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.19%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
4 of 11
CUSIP No. |
640650206 |
13G | Page | 5 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Southpoint GP, LLC |
||||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
20-1064783 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 375,000** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 375,000** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
375,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.19%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
5 of 11
CUSIP No. |
640650206 |
13G | Page | 6 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Robert W. Butts |
||||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 375,000** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 375,000** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
375,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.19%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
6 of 11
CUSIP No. |
640650206 |
13G | Page | 7 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: John S. Clark II |
||||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 375,000** | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 375,000** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
375,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.19%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
7 of 11
Item 1(a)
|
Name of Issuer. | |
Neostem, Inc. | ||
Item 1(b)
|
Address of Issuers Principal Executive Offices. | |
420 Lexington Ave. | ||
Suite 450 | ||
New York, NY 10170 | ||
United States | ||
Item 2(a)
|
Name of Person Filing. |
(1 | ) | Southpoint Capital Advisors, LP | ||||
(2 | ) | Southpoint GP, LP | ||||
(3 | ) | Southpoint Capital Advisors, LLC | ||||
(4 | ) | Southpoint GP, LLC | ||||
(5 | ) | Robert W. Butts | ||||
(6 | ) | John S. Clark II |
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence. |
(1 | ) | For all Filers: | ||||
623 Fifth Avenue, Suite 2601 New York, NY 10022 (212) 692-6350 |
Item 2(c)
|
Citizenship or Place of Organization. |
(1 | ) | Southpoint Capital Advisors LP is a Delaware limited partnership. | ||||
(2 | ) | Southpoint GP, LP is a Delaware limited partnership. | ||||
(3 | ) | Southpoint Capital Advisors LLC is a Delaware limited liability company. | ||||
(4 | ) | Southpoint GP, LLC is a Delaware limited liability company. | ||||
(5 | ) | Robert W. Butts is a U.S. citizen. | ||||
(6 | ) | John S. Clark II is a U.S. citizen. |
Item 2(d)
|
Title of Class of Securities. | |
Common Shares (the Common Shares), par value $0.001. |
Item 2(e)
|
CUSIP Number. | |
640650206 |
Item 3
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
Not Applicable. |
Item 4
|
Ownership. |
(a) | Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 375,000 shares of Common Stock, 250,000 of which are shares of Common Stock and 125,000 are shares of Common Stock issuable upon conversion of warrants. | |||
(b) | As of August 21, 2007, Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 9.19% of the outstanding shares of Common Stock. This percentage was determined by dividing 375,000 by 4,079,168, the total number of Common Shares, par value $0.001, issued and outstanding, which is equal to 3,954,168 Common Shares outstanding as of August 14, 2007, as reported in the Issuers Form 10-QSB filed with the Securities and Exchange Commission on August 14, 2007, plus the 125,000 warrants issued to the Reporting Persons pursuant to a private placement on August 9, 2007. | |||
(c) | Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II have the sole power to vote and dispose of the 375,000 shares of Common Stock beneficially owned. |
Item 5
|
Ownership of Five Percent or Less of a Class. | |
Not Applicable. | ||
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person. | |
All securities reported in this schedule are owned by clients of the Investment Manager. To the knowledge of the Investment Manager, no one client owns more than 5% of the Common Stock. | ||
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. | |
By signing below each of the Reporting Persons certifies that, to the best of such persons knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
Exhibits
|
Exhibit 1 | |
Joint Filing Agreement dated August 21, 2007, between Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II. |
SOUTHPOINT CAPITAL ADVISORS, LP | ||||||
By: | Southpoint Capital Advisors LLC | |||||
its general partner | ||||||
By: | /s/ Robert W. Butts | |||||
Name: | Robert W. Butts | |||||
Title: | Manager | |||||
SOUTHPOINT GP, LP | ||||||
By: | Southpoint GP, LLC its general partner |
|||||
By: | /s/ Robert W. Butts | |||||
Name: | Robert W. Butts | |||||
Title: | Manager | |||||
SOUTHPOINT CAPITAL ADVISORS, LLC | ||||||
By: | /s/ Robert W. Butts | |||||
Name: | Robert W. Butts | |||||
Title: | Manager | |||||
SOUTHPOINT GP, LLC | ||||||
By: | /s/ Robert W. Butts | |||||
Name: | Robert W. Butts | |||||
Title: | Manager | |||||
/s/ Robert W. Butts | ||||||
Robert W. Butts | ||||||
/s/ John S. Clark II | ||||||
John S. Clark II |
SOUTHPOINT CAPITAL ADVISORS, LP | ||||||
By: | Southpoint Capital Advisors LLC | |||||
its general partner | ||||||
By: | /s/ Robert W. Butts | |||||
Name: | Robert W. Butts | |||||
Title: | Manager | |||||
SOUTHPOINT GP, LP | ||||||
By: | Southpoint GP, LLC its general partner |
|||||
By: | /s/ Robert W. Butts | |||||
Name: | Robert W. Butts | |||||
Title: | Manager | |||||
SOUTHPOINT CAPITAL ADVISORS, LLC | ||||||
By: | /s/ Robert W. Butts | |||||
Name: | Robert W. Butts | |||||
Title: | Manager | |||||
SOUTHPOINT GP, LLC | ||||||
By: | /s/ Robert W. Butts | |||||
Name: | Robert W. Butts | |||||
Title: | Manager | |||||
/s/ Robert W. Butts | ||||||
Robert W. Butts | ||||||
/s/ John S. Clark II | ||||||
John S. Clark II |