UNITED STATES Check the appropriate box to designate the rule
pursuant to which this Schedule is filed: þ Rule 13d-1(b) o Rule 13d-1(c) o Rule 13d-1(d) The remainder of this cover page shall be filled
out for a reporting persons 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).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
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SCHEDULE 13G |
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1 |
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY).
Millenco, L.L.C. 13-3532932 |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- | |
6 |
SHARED VOTING POWER 818,100 | ||
7 |
SOLE DISPOSITIVE POWER -0- | ||
8 |
SHARED DISPOSITIVE
POWER 818,100 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 818,100 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 7.6% |
12 | TYPE OF REPORTING PERSON OO, BD |
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1 |
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY).
Millennium Management, L.L.C. 13-3804139 |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
6 |
SHARED VOTING POWER 818,100 | |
7 |
SOLE DISPOSITIVE POWER -0- | |
8 |
SHARED DISPOSITIVE POWER 818,100 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 818,100 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 7.6% |
12 | TYPE OF REPORTING PERSON OO |
CUSIP
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SCHEDULE 13G |
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1 |
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY). Israel A. Englander |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
6 |
SHARED VOTING POWER 818,100 | |
7 |
SOLE DISPOSITIVE POWER -0- | |
8 |
SHARED DISPOSITIVE POWER 818,100 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 818,100 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 7.6% |
12 |
TYPE OF REPORTING
PERSON IN |
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Item 1. | ||
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(a) | Name of Issuer: |
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||
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Apex Bioventures Acquisition Corporation, a Delaware corporation (the "Company"). | |
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||
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(b) | Address of Issuers Principal Executive Offices: |
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||
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18 Farm Lane | |
Item 2. |
(a) | Name of Person Filing: |
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(b) | Address of Principal Business Office: |
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(c) | Citizenship: |
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Millenco, L.L.C. 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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Millennium Management,
L.L.C. 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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Israel A. Englander c/o Millennium Management, L.L.C. 666 Fifth Avenue New York, New York 10103 Citizenship: United States | |
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(d) | Title of Class of Securities: | |
common stock, par value $0.0001 per share ("Common Stock") | ||
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||
(e) | CUSIP Number: | |
03753Q105 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
|
(a) | þ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||
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(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
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(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
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(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
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(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) | þ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||
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(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
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(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||
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(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of 818,100 shares of Common Stock owned by Millenco, L.L.C., a Delaware limited liability company ("Millenco") (formerly known as Millenco, L.P.) which shares are a constituent part of the Companys units ("Units") of which Millenco holds 818,100. Each Unit consists of (a) one share of Common Stock, and (b) one warrant ("Warrant"). Each Warrant entitles the holder to purchase one share of the Companys Common Stock at a price of $6.00. Each Warrant will become exercisable on the later of the Companys completion of a business combination and June 7, 2008, and will expire on June 7, 2011, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination.
Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco.
Note: Integrated Holding Group, L.P., a Delaware limited partnership ("Integrated Holding Group"), is a non-managing member of Millenco. As a non-managing member, Integrated Holding Group has no investment or voting control over Millenco or its securities positions.
(b) Percent of Class:
7.6% of the Companys Common Stock (see Item 4(a) above), which percentage was calculated based on 10,781,250 shares of Common Stock outstanding as of June 13, 2007 following the Companys completion of its initial public offering and the underwriters exercise of their over-allotment option, as reported by the Company on a press release, dated June 13, 2007.
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
(ii) Shared power to vote or to direct the vote
818,100
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
818,100
Item 5. Ownership of Five Percent or Less of a Class
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 o .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of June 15, 2007, by and among Millenco, L.L.C., Millennium Management, L.L.C. and Israel A. Englander.
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SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: June 15, 2007
MILLENCO, L.L.C.
By: /s/ Mark MeskinName: Mark Meskin
Title: Chief Executive Officer
MILLENNIUM MANAGEMENT, L.L.C.
By: /s/David NolanName: David Nolan
Title: Executive Vice President
/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
CUSIP No. 03753Q105SCHEDULE 13G
Page 10of 10EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.0001 per share of Apex Bioventures Acquisition Corporation, a Delaware corporation, will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: June 15, 2007
MILLENCO, L.L.C.
By: /s/ Mark MeskinName: Mark Meskin
Title: Chief Executive Officer
MILLENNIUM MANAGEMENT, L.L.C.
By: /s/David NolanName: David Nolan
Title: Executive Vice President
/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander