SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
MANCHESTER MANAGEMENT CO LLC

(Last) (First) (Middle)
131 CHARLES STREET
1ST FLOOR

(Street)
BOSTON MA 02114

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/22/2013
3. Issuer Name and Ticker or Trading Symbol
ADHEREX TECHNOLOGIES INC [ ADHXF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,933,650 I See Footnote(1)
Common Stock 1,981,000 D(2)
Common Stock 328,000 D(3)
Common Stock 250,000 D(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 11/22/2013 11/22/2018 Common Stock 2,500,000 0.5 I See Footnote(1)
Warrants 11/22/2013 11/22/2018 Common Stock 1,875,000 0.5 D(2)
Warrants 11/22/2013 11/22/2018 Common Stock 250,000 0.5 D(3)
Warrants 11/22/2013 11/22/2018 Common Stock 250,000 0.5 D(4)
1. Name and Address of Reporting Person*
MANCHESTER MANAGEMENT CO LLC

(Last) (First) (Middle)
131 CHARLES STREET
1ST FLOOR

(Street)
BOSTON MA 02114

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Manchester Explorer, L.P.

(Last) (First) (Middle)
131 CHARLES STREET, 1ST FLOOR

(Street)
BOSTON MA 02114

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BESSER JAMES E

(Last) (First) (Middle)
C/O MANCHESTER MANAGEMENT COMPANY, LLC
131 CHARLES STREET, 1ST FLOOR

(Street)
BOSTON MA 02114

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FRANK MORGAN C.

(Last) (First) (Middle)
C/O MANCHESTER MANAGEMENT COMPANY, LLC
131 CHARLES STREET, 1ST FLOOR

(Street)
BOSTON MA 02114

(City) (State) (Zip)
Explanation of Responses:
1. Manchester Management Company, LLC, a Delaware limited liability company, provides investment management services to private individuals and institutions, including Manchester Explorer, L.P. The reported securities and warrants are indirectly beneficially owned by Manchester Management Company, LLC as a result of it having investment discretion over certain advisory accounts it manages. The reported securities and warrants may also be deemed to be indirectly beneficially owned by James E. Besser, as a Managing Member of Manchester Management Company, LLC, and by Morgan C. Frank, who serves as a portfolio manager and a consultant of Manchester Management Company, LLC. Each of the Reporting Persons disclaim beneficial ownership of the reported securities and warrants except to the extent of their pecuniary interest therein.
2. The reported securities and warrants are directly owned by Manchester Explorer, L.P., a Delaware limited partnership.
3. The reported securities and warrants are directly owned by James E. Besser in his personal capacity.
4. The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.
Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member 11/27/2013
Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner 11/27/2013
James E. Besser By: /s/ James E. Besser 11/27/2013
Morgan C. Frank By: /s/ Morgan C. Frank 11/27/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.