UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
AASTROM
BIOSCIENCES INC.
(Name of
Issuer)
Common
Stock, no par value
(Title of Class of Securities)
00253U305
(CUSIP Number)
December
31, 2010
(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 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).
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CUSIP
No. 00253U305
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13G
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Page
2 of 7
Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Management, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of
Organization Massachusetts
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting
Power 178,125
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6.
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Shared
Voting
Power 0
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7.
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Sole
Dispositive
Power 178,125
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8.
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Shared
Dispositive
Power 0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
178,125
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10.
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Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
0.5%
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12.
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Type
of Reporting Person (See Instructions)
IA
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CUSIP
No. 00253U305
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13G
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Page
3 of 7
Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Peter
Kolchinsky
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of
Organization United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting
Power 178,125
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6.
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Shared
Voting
Power 0
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7.
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Sole
Dispositive
Power 178,125
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8.
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Shared
Dispositive
Power 0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
178,125
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10.
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Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
0.5%
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 00253U305
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13G
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Page
4 of 7
Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Healthcare Fund, L.P.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of
Organization Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting
Power 80,156
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6.
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Shared
Voting
Power 0
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7.
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Sole
Dispositive
Power 80,156
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8.
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Shared
Dispositive
Power 0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
80,156
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10.
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Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
0.2%
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12.
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Type
of Reporting Person (See Instructions)
PN
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CUSIP
No. 00253U305
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Page
5 of 7
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Item
1.
(a) Name of Issuer: AAStrom
Biosciences, Inc. (the “Issuer”).
(b) Address of the Issuer’s Principal
Executive Offices: 24 Frank Lloyd Wright Dr., P.O. Box 376,
Ann Arbor, Michigan 48106.
Item
2.
(a) Name of Person Filing: This
joint statement on Schedule 13G is being filed by Peter Kolchinsky, RA Capital
Management, LLC, and RA Capital Healthcare Fund, L.P. who are collectively
referred to herein as the “Reporting Persons.” Mr. Kolchinsky (the
“Manager”) is the manager of RA Capital Management, LLC (“Capital”), which is
the investment adviser and sole general partner of each of RA Capital Healthcare
Fund, L.P. (“Fund ”) and serves as the investment adviser to an account owned by
a separate investment vehicle. The Reporting Persons have entered
into a Joint Filing Agreement, dated as of the date hereof, a copy of which is
filed with this Schedule 13G as Exhibit 1 (which is
incorporated herein by reference), pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule
13d-1(k) under the Act.
(b) Address of Principal Business
Office: The principal business office of the Reporting Persons
with respect to the shares reported hereunder is 20 Park Plaza, Suite 905,
Boston, MA 02116.
(c) Citizenship: Capital
is a Massachusetts limited liability company. The Fund is a Delaware
limited partnership. The Manager is a United States
citizen.
(d) Title and Class of
Securities: Common stock, no par value (“Common
Stock”).
(e) CUSIP
Number: 00253U305.
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:
As of December 31, 2010, the Reporting
Persons, in the aggregate, beneficially owned warrants to purchase 178,125
shares of the Common Stock of the Issuer, representing approximately 0.5% of the
outstanding Common Stock of the Issuer. The beneficial ownership of
each Reporting Person was as follows: (i) Fund beneficially owned warrants to
purchase 80,156 shares of Common Stock representing approximately 0.2% of
the class and (ii) Capital, as the investment adviser and sole general partner
of the Fund and investment adviser to an account owned by a separate
investment vehicle which holds warrants to purchase shares of the Issuer's
Common Stock, and Mr. Kolchinsky as the manager of Capital, each beneficially
owned warrants to purchase 178,125 shares of Common Stock of the Issuer
representing approximately 0.5% of the class. The percentage of Common Stock beneficially owned by
each Reporting Person is based on a total of 38,791,787 shares
of Common Stock of the Issuer
outstanding as of December 10, 2010, as reported in the Issuer’s
Prospectus Supplement (to Prospectus dated September 12, 2010, Registration
No. 333- 170581), filed on December 10, 2010, plus the number of
shares of Common Stock able to be acquired by the Reporting Persons within 60
days of the date of this filing.
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CUSIP
No. 00253U305
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Page 6
of 7
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The Fund has the power to vote and
dispose of the shares of Common Stock beneficially owned by such entity (as
described above). Capital, as the investment adviser and sole general
partner of the Fund and as the investment adviser to an account owned
by a separate investment vehicle which holds shares of the Issuer’s Common Stock, has
the sole authority to vote and dispose of all of the shares of Common Stock
reported in this Schedule 13G. The Manager, by virtue of his position
as manager of Capital, has the sole authority to vote and dispose of all of the
shares of Common Stock reported in this Schedule 13G.
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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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 [X].
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person:
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Not
applicable.
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person:
Not
applicable.
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Item
8.
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Identification
and Classification of Members of the
Group:
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group:
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Not
applicable.
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Item
10.
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Certification:
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By
signing below I hereby 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 were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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CUSIP
No. 00253U305
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Page 7
of 7
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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.
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DATE:
FEBRUARY 14, 2011
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RA
CAPITAL MANAGEMENT, LLC
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By:
/s/ Peter Kolchinsky
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Peter
Kolchinsky
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Manager
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RA
CAPITAL HEALTHCARE FUND, L.P.
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By:
RA Capital Management, LLC
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General
Partner
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By:
/s/ Peter Kolchinsky
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Peter
Kolchinsky
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Manager
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PETER
KOLCHINSKY
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/s/
Peter Kolchinsky
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Exhibit
1
JOINT FILING
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agrees, as
of February 14, 2011, that only one statement containing the information
required by Schedule 13G, and each amendment thereto, need be filed with respect
to the ownership by each of the undersigned of shares of Common Stock of AAStrom
Biosciences, Inc. (the “Issuer”), and such statement to which this Joint Filing
Agreement is attached as Exhibit 1 is filed on
behalf of each of the undersigned.
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RA
CAPITAL MANAGEMENT, LLC
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By:
/s/ Peter Kolchinsky
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Peter
Kolchinsky
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Manager
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RA
CAPITAL HEALTHCARE FUND, L.P.
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By:
RA Capital Management, LLC
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General
Partner
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By:
/s/ Peter Kolchinsky
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Peter
Kolchinsky, Manager
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RA
Capital Management, LLC
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PETER
KOLCHINSKY
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/s/
Peter Kolchinsky
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