SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 2
SCHEDULE
13G
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(b), (c) AND (d)
PSIVIDA
CORP.
(Name of
Issuer)
COMMON STOCK, $0.001 PAR
VALUE
(Title of
Class of Securities)
74440J101
(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:
o Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)
(Page
1 of 6 Pages)
Page
2 of 6
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer
Investment, Ltd.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(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:
Bermuda
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NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
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SOLE
VOTING POWER
1,234,313
(1)
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6.
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SHARED
VOTING POWER
None.
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7.
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SOLE
DISPOSITIVE POWER
1,234,313
(1)
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8.
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SHARED
DISPOSITIVE POWER
None.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,234,313
(1)
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.66%
(2)
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12.
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TYPE
OF REPORTING PERSON: OO
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(1)
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Includes
(a) 902,055 shares of Common Stock and (b) options to purchase 332,258
shares of Common Stock.
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(2)
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The
ownership percentage of the Reporting Person is based upon 18,531,392 shares of Common
Stock issued and outstanding as of December 31, 2010, as stated in the
Company’s Quarterly Report on Form 10-Q for the quarter ended December 31,
2010 and filed with the Securities and Exchange Commission on February 10,
2011.
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Page 3 of
6
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Item
1(a).
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Name
of Issuer.
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pSivida
Corp. (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices.
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400
Pleasant Street, Watertown, MA 02472
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Item
2(a).
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Names
of Person Filing.
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Midsummer
Investment, Ltd. (“Midsummer
Investment”)
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Item
2(b).
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Address
of Principal Business Office, or if none, Residence.
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Midsummer
Investment, Ltd.
c/o
Midsummer Capital, LLC
295
Madison Avenue, 38th
Floor
New
York, New York 10017
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Item
2(c).
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Citizenship.
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Bermuda
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Item
2(d).
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Title
of Class of Securities.
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Common
Stock, par value $0.001 per share (the “Common Stock”)
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Item
2(e).
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CUSIP
Number.
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74440J101
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Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check
whether the person filing is a:
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Not
applicable.
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Item
4.
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Ownership.
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As of the
date hereof, Midsummer Investment is the beneficial owner of 1,234,313 shares of
Common Stock, representing approximately 6.66% of the total number of issued and
outstanding shares of Common Stock and which includes (i)
902,055 shares of Common Stock and (ii) options to purchase 332,258
shares of Common Stock. Additionally, Midsummer Investment holds Common Stock
Purchase Warrants previously purchased and originally exercisable into 176,000
shares of Common Stock, in the aggregate. However, the aggregate
number of shares of Common Stock into which such warrants are exercisable, and
which Midsummer Investment has the right to acquire beneficial ownership, is
limited to the number of shares of Common Stock that, together with all other
shares of Common Stock beneficially owned by Midsummer Investment, including the
shares of Common Stock subject to this Schedule 13G/A, does not exceed 4.99% of
the total outstanding shares of Common Stock. Accordingly, such
warrants are not currently exercisable into Common Stock unless and until the
actual shares of Common Stock held by any of Midsummer Investment or Midsummer
Capital is less than 4.99% of the total outstanding shares of Common
Stock.
Page 4 of
6
Midsummer
Capital, LLC (“Midsummer Capital”)
is the investment advisor to Midsummer Investment. By virtue of such
relationship, Midsummer Capital may be deemed to have dispositive power over the
shares owned by Midsummer Investment. Midsummer Capital disclaims beneficial
ownership of such shares. Mr. Michel Amsalem and Mr. Joshua Thomas have
delegated authority from the members of Midsummer Capital with respect to the
shares of Common Stock owned by Midsummer Investment. Messrs. Amsalem and Thomas
may be deemed to share dispositive power over the shares of common stock held by
Midsummer Investment. Messrs. Amsalem and Thomas disclaim beneficial ownership
of such shares of Common Stock, and neither person has any legal right to
maintain such delegated authority.
Accordingly,
for the purpose of this Statement:
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Amount
beneficially owned by Midsummer Investment: 1,234,313 shares of Common
Stock of the Issuer.
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(b)
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Percent
of Class: Midsummer Investment beneficially owns 6.66% of the Issuer’s
issued and outstanding Common Stock (based on 18,531,392 shares of Common
Stock issued and outstanding as of December 31, 2010 as stated in the
Company’s Quarterly Report on Form 10-Q for the quarter ended December 31,
2010 and filed with the Securities and Exchange Commission on February 10,
2011).
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(c)
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Number
of shares as to which Midsummer Investment
has:
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(i)
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Sole
power to direct the vote: 1,234,313 shares of Common Stock of the
Issuer.
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(ii)
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Shared
power to vote or to direct the vote:
None.
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(iii)
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Sole
power to dispose or direct the disposition of the Common Stock: 1,234,313
shares of Common Stock of the
Issuer.
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(iv)
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Shared
power to dispose or direct the disposition of the Common Stock:
None.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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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.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
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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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Page 5 of 6
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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 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 which could have
that purpose or effect.
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Page 6 of 6
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.
| Date: February 14, 2011 | |||
| MIDSUMMER INVESTMENT, LTD. | |||
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By:
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/s/ Joshua Thomas | |
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Name:
Joshua Thomas
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Title: Managing
Director
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Midsummer Capital, LLC
Acting
Investment Manager of
Midsummer
Investment, Ltd.
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