UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
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:
|
[
]
|
Rule
13d-1(b)
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[X]
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Rule
13d-1(c)
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[
]
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Rule
13d-1(d)
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*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. 74440J101
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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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|||||
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(a)
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o | |||||
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(b)
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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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|||||
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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 0
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6.
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Shared
Voting Power 0
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|||||
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7.
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Sole
Dispositive Power 0
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|||||
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8.
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Shared
Dispositive Power
0
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|||||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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|||||
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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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|||||
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11.
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Percent
of Class Represented by Amount in Row (9)
0.0%
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|||||
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12.
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Type
of Reporting Person (See Instructions)
IA
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CUSIP
No. 74440J101
|
13G
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Page
3 of 7 Pages
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||||||
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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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||||||
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2.
|
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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||||||
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3.
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SEC
Use Only
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|||||
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||||||
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4.
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Citizenship
or Place of
Organization United
States
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|||||
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||||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power 0
|
||||
|
|
||||||
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6.
|
Shared
Voting Power
0
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|||||
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||||||
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7.
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Sole
Dispositive Power
0
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|||||
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||||||
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8.
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Shared
Dispositive Power 0
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|||||
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||||||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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|||||
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||||||
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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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|||||
|
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||||||
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11.
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Percent
of Class Represented by Amount in Row (9)
0.0%
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|||||
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||||||
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 74440J101
|
13G
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Page
4 of 7 Pages
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||||||
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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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||||
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||||||
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||||
|
(a)
|
o | |||||
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(b)
|
o | |||||
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||||||
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3.
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SEC
Use Only
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|||||
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||||||
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4.
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Citizenship
or Place of
Organization Delaware
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|||||
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||||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power 0
|
||||
|
|
||||||
|
6.
|
Shared
Voting Power 0
|
|||||
|
|
||||||
|
7.
|
Sole
Dispositive Power
0
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|||||
|
|
||||||
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8.
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Shared
Dispositive Power 0
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|||||
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||||||
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|||||
|
|
||||||
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes o
Certain
Shares (See Instructions)
|
|||||
|
|
||||||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
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|||||
|
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||||||
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12.
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Type
of Reporting Person (See Instructions)
PN
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CUSIP
No. 74440J101
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Page
5 of 7
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Item
1.
(a) Name of Issuer: pSivida Corp.
(the “Issuer”).
(b) Address of the Issuer’s Principal
Executive Offices: 400 Pleasant Street, Watertown, MA
02472.
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: 74440J101.
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:
The Reporting Persons, as of the date of
this filing, report the following beneficial ownership:
(a) Amount Beneficially
Owned: 0
(b) Percent of
Class: 0.0%
(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: 0
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CUSIP
No. 74440J101
|
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Page 6
of 7
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(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 0
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 [X].
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Item
6.
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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 or Control Person:
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 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. 74440J101
|
|
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.
DATE:
FEBRUARY 14, 2011
RA
CAPITAL MANAGEMENT, LLC
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL HEALTHCARE FUND, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
PETER
KOLCHINSKY
/s/ Peter
Kolchinsky
-------------------------------------------------
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 pSivida
Corp. (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.
RA
CAPITAL MANAGEMENT, LLC
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL HEALTHCARE FUND, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky, Manager
RA
Capital Management, LLC
PETER
KOLCHINSKY
/s/ Peter
Kolchinsky
-------------------------------------------------