SECURITIES
AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 21)
BIOTIME
INC.
(Name of
Issuer)
|
Common
Shares, no par value
|
09066L105
|
|
|
(Title
of class of securities)
|
(CUSIP
number)
|
Alfred D.
Kingsley
Greenway
Partners, L.P.
150 E.
57th
Street
New
York, New York 10022
(212)
355-6800
(Name,
address and telephone number of person authorized to receive notices and
communications)
December
31, 2008
(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 o.
Note: When filing
this statement in paper format, six copies of this statement, including
exhibits, should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued
on following page(s))
(Page 1
of 11 Pages)
|
CUSIP
No. 09066L105
|
13D
|
Page
2 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: GREENBELT CORP.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: 13-3791931
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS: 00
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION: Delaware
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
2,411,330
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
2,411,330
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
|
||
|
REPORTING
PERSON:
|
2,411,330
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.99%
|
|
|
14
|
TYPE
OF REPORTING PERSON:
|
CO
|
|
|
CUSIP
No. 09066L105
|
13D
|
Page
3 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: GREENWAY PARTNERS, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: 13-3714238
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS: WC, OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION: Delaware
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
612,589
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
612,589
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
|
||
|
REPORTING
PERSON:
|
612,589
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
2.6%
|
|
|
14
|
TYPE
OF REPORTING PERSON:
|
PN
|
|
|
CUSIP
No. 09066L105
|
13D
|
Page
4 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: GREENHOUSE PARTNERS, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: 13-3793447
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS: WC, AF, OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION: Delaware
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
612,589
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
612,589
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
|
612,589
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
2.6%
|
|
|
14
|
TYPE
OF REPORTING PERSON:
|
PN
|
|
|
CUSIP
No. 09066L105
|
13D
|
Page
5 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: GREENBROOK VALLEY LLC
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON:
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS: WC, AF, OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION: Delaware
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
612,589
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
612,589
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
|
612,589
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
2.6%
|
|
|
14
|
TYPE
OF REPORTING PERSON:
|
OO
|
|
|
CUSIP
No. 09066L105
|
13D
|
Page
6 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: GREENMINT LLC
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON:
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS: WC, AF, OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION: Delaware
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
612,589
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
612,589
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
|
612,589
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
2.6%
|
|
|
14
|
TYPE
OF REPORTING PERSON:
|
OO
|
|
|
CUSIP
No. 09066L105
|
13D
|
Page
7 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: ALFRED D. KINGSLEY
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON:
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS: PF, AF, OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: United
States
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
7,048,882
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
3,023,919
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
7,048,882
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
3,023,919
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
|
||
|
REPORTING
PERSON:
|
10,072,801
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
37.8%
|
|
|
14
|
TYPE
OF REPORTING PERSON:
|
IN
|
|
|
CUSIP
No. 09066L105
|
13D
|
Page
8 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: GARY K. DUBERSTEIN
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON:
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS: PF, AF, OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: United
States
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
12,936
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
3,023,919
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
12,936
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
3,023,919
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
|
||
|
REPORTING
PERSON:
|
3,036,855
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
12.5%
|
|
|
14
|
TYPE
OF REPORTING PERSON:
|
IN
|
|
This
Amendment No. 21 (“Amendment No. 21”) amends and supplements the Statement on
Schedule 13D (as amended by Amendment No. 1, dated May 14, 1998, Amendment
No. 2, dated August 18, 2000, Amendment No. 3, dated December 8, 2000,
Amendment No. 4, dated March 30, 2001, Amendment No. 5, dated August
31, 2001, Amendment No. 6, dated April 1, 2002, Amendment No. 7 dated April 17,
2002, Amendment No. 8 dated May 31, 2002, Amendment No. 9 dated July 3, 2002,
Amendment No. 10 dated December 3, 2002, Amendment No. 11 dated April 25, 2003,
Amendment No. 12 dated October 2, 2003, Amendment No. 13 dated January 26, 2004,
Amendment No. 14 dated February 2, 2004, Amendment No. 15 dated September 12,
2005, Amendment No. 16 dated December 27, 2005, Amendment No. 17, dated May 16,
2006, Amendment No. 18 dated October 18, 2007, Amendment No. 19 dated April 9,
2008 , and Amendment No. 20 dated November 19, 2008 (the “Statement”)) relating
to the common shares, no par value (the “Shares”), of BioTime Inc., a California
corporation (the “Company”), and is filed by and on behalf of Greenbelt Corp.
(“Greenbelt”), Greenway Partners, L.P. (“Greenway”), Greenhouse Partners, L.P.
(“Greenhouse”), Greenbrook Valley LLC (“Greenbrook”), Greenmint LLC
(“Greenmint”), Alfred D. Kingsley and Gary K. Duberstein (collectively, the
“Reporting Persons”). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings previously ascribed to
them in the previous filing of the Statement.
ITEM
3. SOURCE AND AMOUNT OF
FUNDS OR OTHER CONSIDERATION
The information on each Reporting
Person’s respective cover sheet is incorporated by reference
herein.
ITEM
4. PURPOSE
OF TRANSACTION
The information presented in response
to Item 5(c) is incorporated by reference herein.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER
(a) As
of the date of this statement, each of the Reporting Persons beneficially owned
the Shares and the percentage of the outstanding Shares of the Company shown on
their respective cover page, which information is incorporated by reference
herein by such Reporting Person. The percentages are based upon the
number of shares shown as outstanding on the Company’s quarterly report on Form
10-Q for the three months ended September 30, 2008.
The
Reporting Persons may be deemed to have direct beneficial ownership of Shares as
set forth in the following table. In such table, pursuant to Rule
13d-3, (a) the shares issuable upon the exercise of the warrants owned by
Greenbelt are deemed outstanding for determining the percentage ownership of
Shares by Greenbelt, (b) the shares issuable upon the exercise of the warrants
owned by Greenway are deemed outstanding for determining the percentage
ownership of Shares by Greenway, (c) the shares issuable upon the exercise of
the warrants owned by Mr. Kingsley are deemed outstanding for determining the
percentage ownership of Shares by Mr. Kingsley, who is the direct beneficial
owner thereof, and (d) the shares issuable upon the exercise of the warrants
owned by Mr. Duberstein are deemed outstanding for determining the percentage
ownership of Shares by Mr. Duberstein, who is the direct beneficial owner
thereof.
Page 9 of 11
|
Name
|
Number of Shares
|
Approximate
Percentage
of Outstanding Shares
|
||||||
|
Greenbelt
|
2,411,330 | 9.99 | % | |||||
|
Greenway
|
612,589 | 2.6 | % | |||||
|
Kingsley
|
7,048,882 | 27.0 | % | |||||
|
Duberstein
|
12,936 | 0.05 | % | |||||
Greenbelt
has direct beneficial ownership of 2,411,330 Shares. Each of Messrs.
Kingsley and Duberstein, as executive officers and directors of Greenbelt, may
be deemed to beneficially own the Shares that Greenbelt beneficially
owns. Each of Messrs. Kingsley and Duberstein disclaims beneficial
ownership of such Shares for all other purposes.
Greenway
has direct beneficial ownership of 612,589 Shares. Greenhouse, as the
general partner of Greenway, may be deemed to own beneficially (as that term is
defined in Rule 13d-3) Shares which Greenway may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein,
through their ability to control Greenhouse, may be deemed to beneficially own
Shares which Greenhouse may be deemed to beneficially own.
(b) If
Greenbelt were to exercise in full the warrants it owns, which are all presently
exercisable, it would have the sole power to vote or direct the vote of
2,411,330 Shares, and the sole power to dispose or direct the disposition of
such Shares. Each of Messrs. Kingsley and Duberstein, as executive
officers and directors of Greenbelt, may be deemed to share with Greenbelt the
power to vote or to direct the vote and to dispose or to direct the disposition
of such Shares and to beneficially own the Shares that Greenbelt beneficially
owns. Each of Messrs. Kingsley and Duberstein disclaims beneficial
ownership of such Shares for all other purposes.
If
Greenway were to exercise in full the warrants it owns, which are all presently
exercisable, it would have the sole power to vote or direct the vote of 612,589
Shares and the sole power to dispose or direct the disposition of such
Shares. Greenhouse, as the general partner of Greenway, may be deemed
to own beneficially (as that term is defined in Rule 13d-3) Shares which
Greenway may be deemed to possess direct beneficial ownership. Each
of Messrs. Kingsley and Duberstein, through their ability to control Greenhouse,
to may be deemed to share with Greenway the power to vote or to direct the vote
and to dispose or to direct the disposition of such Shares and to beneficially
own the Shares which Greenhouse may be deemed to beneficially own.
If Mr.
Kingsley were to exercise in full the warrants he holds, which are all presently
exercisable, he would have the sole power to vote or direct the vote of
7,048,882 Shares and the sole power to dispose or direct the disposition of such
Shares.
If Mr.
Duberstein were to exercise in full the warrants he holds, which are all
presently exercisable, he would have has the sole power to vote or direct the
vote of 12,936 Shares and the sole power to dispose or direct the disposition of
such Shares.
Page 10 of 11
(c) On
December 31, 2008, Greenway began distributing to its limited partners, on a pro
rata basis, 248,082 Shares, 185,797 warrants, and $95,846 in principal amount of
BioTime promissory notes issued under the BioTime line of credit.
Any
shares that may be acquired by Mr. Kingsley and Greenway in exchange for their
BioTime promissory notes are not included in the shares beneficially owned by
them.
(d) No
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares reported
in this Statement.
(e) Not
applicable.
SIGNATURES
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information contained in this Statement is true,
complete and correct.
Dated: January
7, 2009
|
/s/Alfred D. Kingsley
|
|
|
Alfred
D. Kingsley
|
|
|
GREENHOUSE
PARTNERS, L.P
|
|
|
By:
|
/s/Alfred D. Kingsley
|
|
Alfred
D. Kingsley, General Partner
|
|
|
GREENWAY
PARTNERS, L.P.
|
|
|
By:
|
Greenhouse
Partners, L.P.,
|
|
its
general partner
|
|
|
By:
|
/s/Alfred D. Kingsley
|
|
Alfred
D. Kingsley, General Partner
|
|
|
GREENBELT
CORP.
|
|
|
By:
|
/s/Alfred D. Kingsley
|
|
Alfred
D. Kingsley,
President
|
|
Page 11 of
11