UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
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Nabi Biopharmaceuticals
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(Name of Issuer)
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Common Stock, par value $0.10 per share
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(Title of Class of Securities)
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629519109
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(CUSIP Number)
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September 27, 2012
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(Date of Event Which Requires Filing of this Statement)
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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) |
_______________
1 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. 629519109
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1
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NAME OF REPORTING PERSON
THE MANGROVE PARTNERS FUND, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(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
DELAWARE
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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
1,692,464
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,692,464
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,464
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.97%
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12
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TYPE OF REPORTING PERSON
PN
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2
CUSIP NO. 629519109
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1
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NAME OF REPORTING PERSON
MANGROVE PARTNERS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(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
CAYMAN ISLANDS
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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
1,692,464
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,692,464
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,464
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.97%
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12
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TYPE OF REPORTING PERSON
OO
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3
CUSIP NO. 629519109
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1
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NAME OF REPORTING PERSON
MANGROVE CAPITAL
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(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
CAYMAN ISLANDS
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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
1,692,464
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,692,464
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,464
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.97%
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12
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TYPE OF REPORTING PERSON
OO
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4
CUSIP NO. 629519109
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1
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NAME OF REPORTING PERSON
NATHANIEL AUGUST
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(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
USA
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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
1,692,464
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,692,464
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,464
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.97%
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12
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TYPE OF REPORTING PERSON
IN
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5
CUSIP NO. 629519109
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Item 1(a).
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Name of Issuer:
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Nabi Biopharmaceuticals
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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12270 Wilkins Avenue, Rockville, MD 20852.
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Item 2(a).
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Name of Person Filing:
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This statement is jointly filed by (1) Mangrove Partners Fund, L.P., a Delaware limited partnership (“Mangrove Fund”), (2) Mangrove Partners, a Cayman Islands exempted company (“Mangrove Partners”), (3) Mangrove Capital, a Cayman Islands exempted company (“Mangrove Capital”), and (4) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Mangrove Partners is the investment manager of Mangrove Fund. Mangrove Capital is the general partner of Mangrove Fund. Mr. August is the Director of each of Mangrove Partners and Mangrove Capital. By virtue of these relationships, each of Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially own the Shares (as defined below) owned by Mangrove Fund.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The principal business address of each of the Reporting Persons is 10 East 53rd Street, 31st Floor, New York, New York 10022.
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Item 2(c).
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Citizenship:
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Mangrove Fund is organized under the laws of the State of Delaware. Each of Mangrove Partners and Mangrove Capital is organized under the laws of the Cayman Islands. Mr. August is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.10 per share (the “Shares”).
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Item 2(e).
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CUSIP Number:
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629519109
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Item 3.
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If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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/X/
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Not Applicable
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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6
CUSIP NO. 629519109
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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All ownership information reported in this Item 4 is as of the close of business on October 8, 2012.
Mangrove Fund
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(a)
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Amount beneficially owned:
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1,692,464 Shares
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(b)
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Percent of class:
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5.97% (based upon 28,328,389 Shares outstanding, which is the total number of Shares outstanding as of August 3, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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1,692,464 Shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
7
CUSIP NO. 629519109
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(iv)
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Shared power to dispose or to direct the disposition of
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1,692,464 Shares
Mangrove Partners
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(a)
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Amount beneficially owned:
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1,692,464 Shares
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(b)
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Percent of class:
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5.97% (based upon 28,328,389 Shares outstanding, which is the total number of Shares outstanding as of August 3, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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1,692,464 Shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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1,692,464 Shares
Mangrove Capital
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(a)
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Amount beneficially owned:
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1,692,464 Shares
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(b)
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Percent of class:
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5.97% (based upon 28,328,389 Shares outstanding, which is the total number of Shares outstanding as of August 3, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
8
CUSIP NO. 629519109
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(ii)
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Shared power to vote or to direct the vote
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1,692,464 Shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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1,692,464 Shares
Mr. August
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(a)
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Amount beneficially owned:
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1,692,464 Shares
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(b)
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Percent of class:
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5.97% (based upon 28,328,389 Shares outstanding, which is the total number of Shares outstanding as of August 3, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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1,692,464 Shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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1,692,464 Shares
Mangrove Partners, as the investment manager of Mangrove Fund, may be deemed the beneficial owner of the Shares owned by Mangrove Fund. Mangrove Capital, as the general partner of Mangrove Fund, may be deemed the beneficial owner of the Shares owned by Mangrove Fund. Mr. August, as a Director of each of Mangrove Partners and Mangrove Capital, may be deemed the beneficial owner of the Shares owned by Mangrove Fund.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
9
CUSIP NO. 629519109
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 [ ].
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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 or Control Person.
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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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See Exhibit 99.1
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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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Certifications.
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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 having that purpose or effect.
10
CUSIP NO. 629519109
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 9, 2012
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THE MANGROVE PARTNERS FUND, L.P.
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By:
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MANGROVE CAPITAL,
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General Partner
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By:
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/s/ Nathaniel August
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Name:
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Nathaniel August
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Title:
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Director
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MANGROVE PARTNERS
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By:
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/s/ Nathaniel August
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Name:
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Nathaniel August
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Title:
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Director
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MANGROVE CAPITAL
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By:
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/s/ Nathaniel August
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Name:
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Nathaniel August
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Title:
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Director
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/s/ Nathaniel August
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NATHANIEL AUGUST
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11
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated October 9, 2012 (including amendments thereto) with respect to the Common Stock of Nabi Biopharmaceuticals. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: October 9, 2012
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THE MANGROVE PARTNERS FUND, L.P.
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By:
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MANGROVE CAPITAL,
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General Partner
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By:
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/s/ Nathaniel August
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Name:
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Nathaniel August
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Title:
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Director
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MANGROVE PARTNERS
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By:
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/s/ Nathaniel August
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Name:
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Nathaniel August
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Title:
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Director
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MANGROVE CAPITAL
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By:
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/s/ Nathaniel August
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Name:
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Nathaniel August
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Title:
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Director
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/s/ Nathaniel August
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NATHANIEL AUGUST
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