SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Southpoint Capital Advisors LP

(Last) (First) (Middle)
623 FIFTH AVENUE
SUITE 2601

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ADHEREX TECHNOLOGIES INC [ AHX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/23/2010
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) (1) 02/21/2010(1) J(1) 0(1) (1) 02/21/2010(1) Common Stock 20,752,000 (1) 0 I See Footnotes(2)(3)
1. Name and Address of Reporting Person*
Southpoint Capital Advisors LP

(Last) (First) (Middle)
623 FIFTH AVENUE
SUITE 2601

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Southpoint Capital Advisors LLC

(Last) (First) (Middle)
623 FIFTH AVENUE, SUITE 2601

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Southpoint GP, LP

(Last) (First) (Middle)
623 FIFTH AVENUE, SUITE 2601

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Southpoint GP, LLC

(Last) (First) (Middle)
623 FIFTH AVENUE, SUITE 2601

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clark John Smith II

(Last) (First) (Middle)
623 FIFTH AVENUE, SUITE 2601

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. On February 23, 2010 the reporting persons filed a Form 4, which was incorrectly designated as a Form 4/A, to report the expiration on February 21, 2010 of warrants to purchase 20,752,000 shares of common stock issued by Adherex Technologies Inc. The expiration of the warrants was exempted by Rules 16b-6(d) and 16a-4(d), and such filing was voluntary, since none of the reporting persons received any value as a result of the expiration of the warrants.
2. Southpoint Capital Advisors LP, and its general partner Southpoint Capital Advisors LLC, held the reported securities indirectly on behalf of Southpoint Fund LP, Southpoint Qualified Fund LP, Southpoint Master Fund, LP and Southpoint Offshore Fund, Ltd., for which Southpoint Capital Advisors LP serves as investment manager. Southpoint GP, LP, and its general partner Southpoint GP, LLC, held the reported securities indirectly on behalf of Southpoint Fund LP, Southpoint Qualified Fund LP, and Southpoint Master Fund, LP, of which Southpoint GP, LP is the general partner. John S. Clark II reports the securities held indirectly by Southpoint GP, LLC and Southpoint Capital Advisors LLC as the manager of each.
3. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person was the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks:
John S. Clark, II 05/07/2010
SOUTHPOINT CAPITAL ADVISORS LP, By: Southpoint Capital Advisors LLC, its General Partner, By: John S. Clark II, Managing Member 05/07/2010
SOUTHPOINT CAPITAL ADVISORS LLC, By: John S. Clark, II, Managing Member 05/07/2010
SOUTHPOINT GP, LP, By: Southpoint GP, LLC, its General Partner, By: John S. Clark, II, Managing Member 05/07/2010
SOUTHPOINT GP, LLC, By: John S. Clark, II, Managing Member 05/07/2010
** 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 4 (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).
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