1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) BioCryst Pharmaceuticals, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $0.01 par value - ------------------------------------------------------------------------------ (Title of Class of Securities) 09058V 10 3 - ------------------------------------------------------------------------------ (CUSIP Number) William W. Featheringill c/o Private Capital Corporation 100 Brookwood Place, Suite 410 Birmingham, Alabama 35209 205-879-2722 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 21, 1997 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). (Continued on following pages) (Page 1 of 8 Pages) 2 - ------------------------- (1) Purchased (3/22/96) and held in the record name of John P.K. Featheringill, under an agency basis subject to option to acquire record ownership. Agent has sole voting power. (2) Includes 65,000 shares held in the name of John P.K. Featheringill. See 10 above. (3) Includes 299,900 shares held by the Featheringill Family Partnership. Mr. Featheringill is the sole manager of the Featheringill Family Partnership with investment and voting power for such shares. (4) Includes options to purchase 21,978 shares.
- --------------------------------------------------------- --------------------------------------- CUSIP NO. 09058V 10 3 13D Page 2 of 8 Pages - --------------------------------------------------------- --------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WILLIAM W. FEATHERINGILL - ---------------------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ---------------------------------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* PF - ---------------------------------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - ---------- ----------------------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION US - ---------------------------------------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY 2,181,200(3) OWNED BY ------------------------------------------------------------------------------------------------- REPORTING 8. SHARED VOTING POWER PERSON WITH ------------------------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 2,181,200(3) ------------------------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 65,000(1) - ---------------------------------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,203,178(2)(3)(4) - ---------------------------------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 15% - ---------------------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------------------------------------------------------------------- 3 CUSIP No. 09058 V 10 3 Page 3 of 8 Pages Item 1. Security and Issuer. This Statement on Schedule 13D relates to shares of Common Stock, $0.01 par value (the "Common Stock"), of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"), whose principal executive offices are located at 2190 Parkway Lake Drive, Birmingham, AL 35244. Item 2. Identity and Background. Item 2 is hereby amended and restated as follows: This Statement is filed by William W. Featheringill (the "Reporting Person"). The following sets forth the Reporting Person's name, business address, principal occupation, the name, principal business and address of the corporation or organization in which such occupation is conducted and citizenship. During the five years prior to the date hereof, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated as follows: On May 16, 1995, the Reporting Person purchased 1,000,000 shares of Common Stock of the Issuer with personal funds.
Name: William W. Featheringill Business Address: Private Capital Corporation 100 Brookwood Place, Suite 410 Birmingham, AL 35209 Principal Occupation: Investments Name, Principal Business and Address of Corporation or Organization in which such Occupation is Conducted: Private Capital Corporation 100 Brookwood Place, Suite 410 Birmingham, AL 35209 Citizenship: United States 4 CUSIP No. 09058 V 10 3 Page 4 of 8 Pages On March 22, 1996, the Reporting Person purchased 235,000 shares of Common Stock of the Issuer with personal funds. On 3/22/96, 65,000 shares of common stock of the Issuer were purchased with personal funds advanced by the Reporting Person and are held in the record name of John P.K. Featheringill, the undersigned's brother, under an agency basis, subject to the option of the undersigned to acquire record ownership. John P.K. Featheringill has sole voting power with respect to said shares. As of January 5, 1998, the Reporting Person had purchased an additional 581,300 shares of Common Stock of the Issuer with personal funds. In addition, as of November 21, 1997, the Featheringill Family Partnership had purchased 299,900 shares of Common Stock of the Issuer. The Reporting Person is the sole manager with investment and voting power of the Featheringill Family Partnership. Item 4. Purpose of Transaction. Item 4 is hereby amended and restated as follows: The Reporting Person acquired the shares of Common Stock of the Issuer as an investment in the Issuer. Although the Reporting Person has not formulated any definitive plans, he may from time to time acquire, or dispose of, Common Stock and/or other securities of the Issuer if and when he deems it appropriate. The Reporting Person may formulate other purposes, plans or proposals relating to any of such securities of the Issuer to the extent deemed advisable in light of market conditions, investment policies and other factors. Except as indicated in this Schedule 13D, as amended, the Reporting Person currently has no plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated as follows: (a) and (b) The Reporting Person beneficially owns 2,203,178 shares of the Common Stock, or 15%of the outstanding shares of Common Stock, of the Issuer. This figure includes 65,000 shares purchased on March 22, 1996 and held in record name John P.K. Featheringill under an agency basis, subject to option to acquire record ownership on behalf of the undersigned. John P.K. Featheringill has sole voting power with respect to said shares. In addition, this figure includes the 299,900 shares acquired by the Featheringill Family Partnership for which the Reporting Person is the sole manager with investment and voting power for such shares. This figure also includes options to purchase 21,978 shares of Common Stock of the Issuer. The Reporting Person has sole power to vote and to dispose of 1,816,300 shares of Common Stock of the Issuer held directly by the Reporting Person. 5 CUSIP No. 09058 V 10 3 Page 5 of 8 Pages (c) The Reporting Person acquired 1,000,000 shares of Common Stock of the Issuer on May 16, 1995 for $5.50 per share directly from the Issuer in a private placement. The Reporting Person acquired 235,000 shares of Common Stock of the Issuer on March 22, 1996 for $8.00 per share directly from the Issuer in a private placement. On 3/22/96, 65,000 shares of Common Stock of the Issuer were purchased from the Issuer with personal funds advanced by the Reporting Person and are held in the record name of John P.K. Featheringill, the undersigned's brother, under an agency basis, subject to the option of the undersigned to acquire record ownership. John P.K. Featheringill has sole voting power with respect to said shares. The Reporting Person acquired the following 581,300 shares of Common Stock of the Issuer on the following dates for the following prices per share:
Number of shares Date Price per share ---------------- ---- --------------- 1. 5,000 5/29/97 $13.004 2. 7,000 7/7/97 12.370 3. 4,000 9/30/97 6.787 4. 4,000 10/01/97 8.000 5. 500 10/07/97 6.818 6. 3,000 10/08/97 7.070 7. 30,000 10/14/97 7.575 8. 23,000 10/15/97 7.512 9. 2,000 10/15/97 7.512 10. 25,000 10/16/97 7.575 11. 2,000 10/17/97 7.575 12. 5,000 10/21/97 7.827 13. 2,000 10/24/97 7.827 14. 12,000 10/27/97 7.701 15. 10,000 10/27/97 7.701 16. 1,000 10/28/97 7.196 17. 5,000 10/29/97 7.575 18. 7,500 10/30/97 7.757 19. 10,000 10/31/97 7.575 20. 1,000 10/31/97 7.448 21. 7,500 11/4/97 7.575 22. 1,800 11/6/97 7.575 23. 3,000 11/7/97 7.701 24. 800 11/7/97 7.448 25. 6,000 11/7/97 7.575 26. 5,000 11/10/97 7.575 27. 7,000 11/10/97 7.575 28. 13,000 11/11/97 7.575 29. 2,500 11/12/97 7.448 30. 22,500 11/12/97 7.575 31. 7,500 11/12/97 7.575 32. 7,000 11/13/97 7.575 6 CUSIP No. 09058 V 10 3 Page 6 of 8 Pages The Featheringill Family Partnership purchased the following 299,900 shares of Common Stock on the following dates for the following prices per share:
33. 12,500 11/14/97 7.475 34. 25,000 11/17/97 7.500 35. 3,000 11/18/97 7.500 36. 15,000 11/18/97 7.500 37. 10,000 11/19/97 7.500 38. 5,000 11/21/97 7.575 39. 10,000 12/1/97 7.087 40. 17,000 12/2/97 7.000 41. 3,000 12/2/97 6.937 42. 10,000 12/2/97 6.944 43. 2,500 12/3/97 6.750 44. 5,000 12/4/97 6.818 45. 23,000 12/5/97 6.776 46. 16,500 12/8/97 6.600 47. 21,500 12/11/97 6.500 48. 11,200 12/12/97 6.568 49. 30,000 12/16/97 6.719 50. 20,000 12/22/97 6.875 51. 5,000 12/23/97 6.875 52. 5,000 12/24/97 6.875 53. 5,000 12/29/97 6.944 54. 10,000 12/29/97 6.875 55. 5,000 12/30/97 6.750 56. 35,000 12/30/97 6.875 57. 1,000 12/31/97 6.500 58. 4,000 12/31/97 6.625 59. 15,000 12/31/97 6.750 60. 1,000 12/31/97 6.813 61. 12,500 1/5/98 7.094 (d) & (e) Inapplicable.
1. 180,000 9/26/96 10.000 2. 40,900 10/21/97 7.750 3. 15,000 10/28/97 7.185 4. 11,000 10/28/97 7.185 5. 2,500 10/31/97 7.750 6. 25,000 11/4/97 7.435 7. 5,000 11/14/97 7.497 8. 5,000 11/17/97 7.497 9. 2,000 11/18/97 7.437 10. 5,000 11/20/97 7.685 11. 8,500 11/21/97 7.560 7 CUSIP No. 09058 V 10 3 Page 7 of 8 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Item 6 is hereby amended and restated as follows: The Issuer has granted to the Reporting Person options to purchase 21,978 shares of Common Stock of the Issuer. Other than such options, there is no contract, arrangement, understanding or relationship between the Reporting Person and any other person, with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. None 8 CUSIP No. 09058 V 10 3 Page 8 of 8 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. Date: March 24, 1998 ------------------- /s/ William W. Featheringill ---------------------------- William W. Featheringill