UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
PRO-PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
| 74267T109 (CUSIP Number) |
December 31, 2003
(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)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| CUSIP No. 74267T109 |
Page 2 of 5 |
| 1 | NAME OF REPORTING PERSON
James C. Czirr
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
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| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
4,679,768 6 SHARED VOTING POWER
19,400 7 SOLE DISPOSITIVE POWER
4,679,768 8 SHARED DISPOSITIVE POWER
19,400 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,699,168 |
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.5% |
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| 12 | TYPE OF REPORTING PERSON
IN |
| CUSIP No. 74267T109 |
Page 3 of 5 |
This Amendment No. 3 to Schedule 13G is being filed to correct beneficial ownership information of the reporting person as of December 31, 2003, and as such amends and restates in its entirety Amendment No. 2 to Schedule 13G as filed with the Commission on February 12, 2004.
| Item 1 |
(a). |
Name of Issuer: | ||||||||||
| Pro-Pharmaceuticals, Inc. | ||||||||||||
| Item 1 |
(b). |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| 189 Wells Avenue Newton, MA 02459 |
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| Item 2 |
(a). |
Name of Person Filing: | ||||||||||
| James C. Czirr | ||||||||||||
| Item 2 |
(b). |
Address of Principal Business Office or, if None, Residence: | ||||||||||
| 425 Janish Drive Sandpoint, ID 83864 |
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| Item 2 |
(c). |
Citizenship: | ||||||||||
| United States | ||||||||||||
| Item 2 |
(d). |
Title of Class of Securities: | ||||||||||
| Common Stock, $.001 par value | ||||||||||||
| Item 2 |
(e). |
CUSIP Number: | ||||||||||
| 74267T109 | ||||||||||||
| 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 Exchange Act. | ||||||||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act. | ||||||||||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | ||||||||||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act. | ||||||||||
| (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) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||||||||
| Not Applicable | ||||||||||||
| CUSIP No. 74267T109 |
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| 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: 4,699,168 | |||||||||
| (b) | Percent of class: 19.5** | |||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or direct the vote: 4,679,768 | |||||||||
| (ii) | Shared power to vote or to direct the vote: 19,400* | |||||||||
| (iii) | Sole power to dispose or to direct the disposition of: 4,679,768 | |||||||||
| (iv) | Shared power to dispose or to direct the disposition of: 19,400* | |||||||||
* Shares owned by minor children of Mr. Czirr, as to which Mr. Czirr disclaims beneficial ownership. ** Based on 24,054,300 shares outstanding as of December 22, 2003. | ||||||||||
| Item 5. |
Ownership of Five Percent or Less of a Class.
Not Applicable |
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| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable |
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| 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 |
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| Item 9. |
Notice of Dissolution of Group.
Not Applicable |
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| CUSIP No. 74267T109 |
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| Item 10. |
Certification.
Not Applicable |
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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: August 23, 2004 | /s/ James C. Czirr | |
| James C. Czirr |