UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
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INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
BIOTRANSPLANT, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
09066y 10 7
(CUSIP NUMBER)
APRIL 4, 2002
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(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)
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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).
CUSIP NO. 09066y 10 7 13G Page 2 of 10 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Little Wing, L.P., 13-3778596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 6. SHARED VOTING POWER: 1,050,548
PERSON WITH
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 1,050,548
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,050,548
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.93%
12. TYPE OF REPORTING PERSON*: PN
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* See Instructions before filling out!
CUSIP NO. 09066y 10 7 13G Page 3 of 10 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Quilcap Corp., 13-3780878
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 6. SHARED VOTING POWER: 1,050,548
PERSON WITH
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 1,050,548
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,050,548
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.93%
12. TYPE OF REPORTING PERSON*: CO
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* See Instructions before filling out!
CUSIP NO. 09066y 10 7 13G Page 4 of 10 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Tradewinds Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 6. SHARED VOTING POWER: 303,582
PERSON WITH
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 303,582
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 303,582
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 1.43%
12. TYPE OF REPORTING PERSON*: CO
------------------------------
* See Instructions before filling out!
CUSIP NO. 09066y 10 7 13G Page 5 of 10 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Quilcap International Corp., 13-3868725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER: 0
BENEFICIALLY OWNED
BY EACH REPORTING 6. SHARED VOTING POWER: 303,582
PERSON WITH
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 303,582
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 303,582
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 1.43%
12. TYPE OF REPORTING PERSON*: CO
------------------------------
* See Instructions before filling out!
CUSIP NO. 09066y 10 7 13G Page 6 of 10 Pages
Schedule 13G of Little Wing, L.P ("Little Wing"), Quilcap Corp. ("Quilcap
Corp."), Tradewinds Fund Ltd. ("Tradewinds") and Quilcap International Corp.
("Quilcap International"), with respect to the common stock, par value $.01 per
share (the "Common Stock") of Biotransplant, Inc. (the "Company").
ITEM 1 (a) NAME OF ISSUER:
Biotransplant, Inc.
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Charleston Navy Yard, Building 75,
3rd Ave. Charleston, MA 02129
ITEM 2 (a) NAME OF PERSON FILING:
Little Wing, L.P. ("Little Wing")
Quilcap Corp. ("Quilcap Corp.")
Tradewinds Fund Ltd. ("Tradewinds")
Quilcap International Corp. ("Quilcap International")
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Little Wing, L.P.
c/o Quilcap Corp.
153 East 53rd Street
Suite 2600
New York, NY 10022
Quilcap Corp.
153 East 53rd Street
Suite 2600
New York, NY 10022
Tradewinds Fund Ltd.
c/o Quilcap International Corp.
153 East 53rd Street
Suite 2600
New York, NY 10022
Quilcap International Corp.
153 East 53rd Street
Suite 2600
New York, NY 10022
CUSIP NO. 09066y 10 7 13G Page 7 of 10 Pages
ITEM 2 (c) CITIZENSHIP:
Little Wing is a limited partnership organized under the laws of the State of
Delaware. Quilcap Corp. and Quilcap International are each corporations organized
under the laws of the State of Delaware. Tradewinds is a corporation organized
under the laws of the British Virgin Islands.
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share (the "Common Shares")
ITEM 2 (e) CUSIP NUMBER:
09066Y 10 7
ITEM (3) IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
or (C), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under Section 15 of the Securities Exchange
Act of 1934 (the "Act")
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act of 1940
(e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i) ( ) A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) ( ) A Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP NO. 09066y 10 7 13G Page 8 of 10 Pages
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
1,354,130
(b) Percentage of Class:
6.36% (based on the 21,295,528 Common Shares reported
to be outstanding in the Issuer's Form 10-K for the
period ended March 31, 2002)
(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: 1,354,130
(iii) sole power to dispose or to direct the disposition of : -0-
(iv) shared power to dispose to direct the disposition of: 1,354,130
Quilcap Corp. is the general partner of Little Wing. Quilcap
International is the investment manager to Tradewinds. Little Wing has the power
to vote and dispose of its Common Shares, which power may be exercised by Parker
Quillen, as President of Quilcap Corp., the general partner to Little Wing.
Tradewinds has the power to vote and dispose of the Common Shares owned by it,
which power may be exercised by Parker Quillen, as President of Quilcap
International, the investment manager to Tradewinds.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
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
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
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
CUSIP NO. 09066y 10 7 13G Page 9 of 10 Pages
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.
CUSIP NO. 09066y 10 7 13G Page 10 of 10 Pages
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.
Dated: April 11, 2002
LITTLE WING, L.P. QUILCAP CORP.
By: Quilcap Corp.,
General Partner
By: /s/ Parker Quillen By: /s/ Parker Quillen
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Parker Quillen, President Parker Quillen, President
TRADEWINDS FUND LTD. QUILCAP INTERNATIONAL CORP.
By: Quilcap International Corp.
By: /s/ Parker Quillen By: /s/ Parker Quillen
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Parker Quillen, President Parker Quillen, President