UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
UNITED THERAPEUTICS CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
91307C102
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(CUSIP Number)
October 16, 2006
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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)
* 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).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
SCHEDULE 13G
CUSIP No.: 91307C102 Page 2 of 9 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
KINGDON CAPITAL MANAGEMENT, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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Number of 5. Sole Voting Power 1,150,000
Shares
Beneficially -----------------------------------------------------------
Owned by Each 6. Shared Voting Power 0
Reporting
Person With -----------------------------------------------------------
7. Sole Dispositive Power 1,150,000
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8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,150,000
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
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11. Percent of Class Represented by Amount in Row (9)
5.0%
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12. Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13G
CUSIP No.: 91307C102 Page 3 of 9 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MARK KINGDON
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Citizenship or Place of Organization
United States of America
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Number of 5. Sole Voting Power 0
Shares
Beneficially -----------------------------------------------------------
Owned by Each 6. Shared Voting Power 1,150,000
Reporting
Person With -----------------------------------------------------------
7. Sole Dispositive Power 0
-----------------------------------------------------------
8. Shared Dispositive Power 1,150,000
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,150,000
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
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11. Percent of Class Represented by Amount in Row (9)
5.0%
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12. Type of Reporting Person (See Instructions)
HC
Page 4 of 9 Pages
Item 1(a). Name of Issuer:
United Therapeutics Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
1110 Spring Street, Silver Springs, MD 20910.
Item 2(a). Name of Person Filing
This Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Kingdon Capital Management, LLC ("Kingdon Capital
Management"); and
ii) Mark Kingdon ("Mr. Kingdon").
This Statement relates to Shares (as defined herein) held for
the accounts of Kingdon Associates, L.P., a New York limited partnership
("Kingdon Associates"), M. Kingdon Offshore Ltd., a Cayman Islands exempted
company ("Kingdon Offshore"), and Kingdon Family Partnership, L.P., a New York
limited partnership ("Kingdon Family Partnership"). Kingdon Capital Management
serves as investment manager to each of Kingdon Associates, Kingdon Offshore and
Kingdon Family Partnership. In such capacity, Kingdon Capital Management may be
deemed to have voting and dispositive power over the Shares held for the
accounts of each of Kingdon Associates, Kingdon Offshore and Kingdon Family
Partnership. Mr. Kingdon is the managing member and president of Kingdon Capital
Management.
Item 2(b). Address of Principal Business Office or, if None, Residence
The address of the principal business office of each of Kingdon
Capital Management and Mr. Kingdon is 152 West 57th Street, 50th Floor, New
York, New York 10019.
Item 2(c). Citizenship
i) Kingdon Capital Management is a Delaware limited liability
company; and
ii) Mr. Kingdon is a citizen of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share (the "Shares").
Item 2(e). CUSIP Number:
91307C102
Page 5 of 9 Pages
Item 3. If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a). Amount Beneficially Owned:
As of November 6, 2006, each of Kingdon Capital Management and
Mr. Kingdon may be deemed to beneficially own 1,150,000 Shares. This amount
consists of: (A) 228,600 Shares held for the account of Kingdon Associates; (B)
80,600 Shares issuable upon the exercise of certain options held for the account
of Kingdon Associates; (C) 584,800 Shares held for the account of Kingdon
Offshore; (D) 206,500 Shares issuable upon the exercise of certain options held
for the account of Kingdon Offshore; (E) 36,600 Shares held for the account of
Kingdon Family Partnership; and (F) 12,900 Shares issuable upon the exercise of
certain options held for the account of Kingdon Family Partnership.
Item 4(b). Percent of Class:
The number of Shares of which each of Kingdon Capital Management
and Mr. Kingdon may be deemed to be the beneficial owner constitutes
approximately 5.0% of the total number of Shares outstanding (based upon
information provided by the Issuer in its most recent quarterly report on Form
10-Q filed with the Securities and Exchange Commission, there were 22,937,972
Shares outstanding as of July 31, 2006).
Item 4(c). Number of Shares of which such person has:
Kingdon Capital Management:
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(i) Sole power to vote or direct the vote: 1,150,000
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 1,150,000
(iv) Shared power to dispose or direct the disposition of: 0
Mr. Kingdon:
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(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 1,150,000
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 1,150,000
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Page 6 of 9 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that,
to the best of their 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.
Page 7 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: November 6, 2006 KINGDON CAPITAL MANAGEMENT, LLC
By: /s/ William Walsh
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Name: William Walsh
Title: Chief Financial Officer
Date: November 6, 2006 MARK KINGDON
/s/ Mark Kingdon
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Page 8 of 9 Pages
EXHIBIT INDEX
Ex. Page No.
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A. Joint Filing Agreement, dated November 6, 2006 by and among Kingdon
Capital Management, LLC and Mark Kingdon.......... 9
Page 9 of 9 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the common stock of United Therapeutics Corporation dated as of
November 6, 2006 is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Date: November 6, 2006 KINGDON CAPITAL MANAGEMENT, LLC
By: /s/ William Walsh
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Name: William Walsh
Title: Chief Financial Officer
Date: November 6, 2006 MARK KINGDON
/s/ Mark Kingdon
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