UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934*
(Amendment 3)
IDM PHARMA, INC.
| (Name of Issuer) |
Common stock, par value $0.01 per share
| (Title of Class of Securities) |
449394105
| (CUSIP Number) |
December 31, 2008
| (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 could 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 to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP No. 449394105
| 1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sanofi-Aventis Not applicable |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3. | SEC USE ONLY
|
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
The Republic of France |
|
Number of Shares Beneficially Owned by Each Reporting Person With:
|
5. SOLE VOTING POWER
1,169,019 shares | |
| 6. SHARED VOTING POWER
0 shares | ||
| 7. SOLE DISPOSITIVE POWER
1,169,019 shares | ||
| 8. SHARED DISPOSITIVE POWER
0 shares |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,169,019 shares |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Under 5 % |
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| 12. | TYPE OF REPORTING PERSON*
CO |
| Item 1 | (a). |
Name of Issuer: | ||||||||||
| IDM PHARMA, INC. | ||||||||||||
| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| 5820 Nancy Ridge Drive, San Diego CA 92121 | ||||||||||||
| Item 2 | (a). |
Name of Person Filing: | ||||||||||
| Sanofi-Aventis | ||||||||||||
| Item 2 | (b). |
Address of Principal Business Office, or if none, Residence: | ||||||||||
| 174, avenue de France 75013 Paris France |
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| Item 2 | (c). |
Citizenship: | ||||||||||
| The Republic of France | ||||||||||||
| Item 2 | (d). |
Title of Class of Securities: | ||||||||||
| Common Stock of IDM PHARMA, INC., par value $0.01 per share | ||||||||||||
| Item 2 | (e). |
CUSIP Number: | ||||||||||
| 449394105 | ||||||||||||
| Item 3. | Item 3 is not applicable. | |||||||||||
| Item 4 |
(a). | Amount Beneficially Owned: | ||||||||
| 1,169,019 shares | ||||||||||
| Item 4 |
(b). | Percent of Class: | ||||||||
| Under 5 % (based on 25,249,360 shares declared outstanding as of November 11, 2008) | ||||||||||
| Item 4 |
(c). | Number of shares as to which such person has: | ||||||||
| (i) | Sole power to vote or to direct the vote: | |||||||||
| 1,169,019 shares | ||||||||||
| (ii) | Shared power to vote or to direct the vote: | |||||||||
| None | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of: | |||||||||
| 1,169,019 shares | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of: | |||||||||
| None | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class: | |||||||||
| x | ||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: | |||||||||
| Item 6 is not applicable. | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: | |||||||||
| Item 7 is not applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of a Group: | |||||||||
| Item 8 is not applicable. | ||||||||||
| Item 9. | Notice of Dissolution of Group: | |||||||||
| Item 9 is not applicable. | ||||||||||
| Item 10. | Certification | |||||||||
| 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 were not acquired 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.
| SANOFI-AVENTIS | ||||
| Date: February 4, 2008 | By: | /s/ Laurence Debroux | ||
| Laurence Debroux | ||||
| Senior Vice President | ||||
| Chief Financial Officer | ||||