UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Interleukin Genetics, Inc.
______________________________________________________
(Name of Issuer)
Common Stock, $0.001 Par Value
______________________________________________________
(Title of Class of Securities)
458738101
____________________________________
(CUSIP Number)
December 31, 2001
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
-x-- Rule 13d-1(b)
---- 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).
CUSIP No. 458738101 13G Page 2 of 13
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Fund III, L.P. ("The Fund") F13-3737427
MGP Advisers Limited Partnership* ("MGP") F13-3263120
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
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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 See Marxe/Greenhouse
SHARES ------------------------------------------------
-BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
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(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
990,000 (includes 330,000 warrants)
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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
4.5
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(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
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* AWM Investment Company, Inc., a Delaware corporation is the
General Partner of this entity.
CUSIP No. 458738101 13G Page 3 of 13
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Private Equity Fund, L.P. F13-3916551
("SSPE")
MG Advisers L.L.C. ("MG") F13-3916549
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
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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 See Marxe/Greenhouse
SHARES ------------------------------------------------
-BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
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(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
430,000 (includes 160,000 warrants)
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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
1.9
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(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
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CUSIP No. 458738101 13G Page 4 of 13
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Cayman Fund, L.P. ("CAY") 98-0132442
AWM Investment Company, Inc. ("AWM") 11-3086452
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, Delaware
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NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
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(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
330,000 (includes 110,000 warrants)
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(10) CHECK BOX 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
1.5
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(12) TYPE OF REPORTING PERSON*
IV/IA
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CUSIP No. 458738101 13G Page 5 of 13 Pages
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Austin W. Marxe
David M. Greenhouse
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
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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 1,750,000
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 1,750,000
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
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(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
1,750,000 (includes 600,000 warrants)
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(10) CHECK BOX 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
7.9
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(12) TYPE OF REPORTING PERSON*
IN
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Page 6 of 13 Pages
Item 1.
(a) Name of Issuer: Interleukin Genetics Inc.
(b) Address of Issuer's Principal Executive Offices:
135 Beaver St., Watham, MA 02452
Item 2.
(a) Name of Person Filing: This statement is filed on behalf
of (i) Special Situations Fund III, L.P., a Delaware limited
partnership ("SSF III"); (ii) Special Situations Private Equity
Fund, L.P., a Delaware limited partnership ("SSPE") (iii)
Special Situations Cayman Fund, L.P., a Cayman Islands limited
partnership (the "Cayman Fund"); (iv) MGP Advisers Limited
Partnership, a Delaware limited partnership, ("MGP"); (v) MG
Advisers L.L.C., a New York limited liability company ("MG");
(vi) AWM Investment Company, Inc., a Delaware corporation
("AWM"); (vii)) Austin W. Marxe and (viii) David Greenhouse.
Each of the foregoing is hereinafter individually referred to as
a "Reporting Person" and collectively as the "Reporting
Persons."
(b) Address of Principal Business Office or, if none,
Residence: The principal office and business address of the
Reporting Persons, other than the Cayman Fund, is 153 East 53
Street, New York, New York 10022. The principal office and
business address of the Cayman Fund is c/o CIBC Bank and Trust
Company (Cayman) Limited, CIBC Bank Building, P.O. Box 694,
Grand Cayman, Cayman Islands, British West Indies.
(c) Citizenship: SSF III, SSPE, and MGP are Delaware limited
Page 7 of 13 Pages
partnerships. MG is a New York limited liability company and
AWM is a Delaware corporation. The Cayman Fund was formed under
the laws of the Cayman Island. Austin W. Marxe and David M.
Greenhouse are United States citizens. The principal business
of SSF III, SSPE, and the Cayman Fund (individually, a "Fund"
and, collectively, the "Funds") is to invest in, sell, convey,
transfer, exchange and otherwise trade in principally equity and
equity related securities. The principal business of MGP is to
act as general partner of and investment adviser to SSF III.
The principal business of MG is to act as the general partner of
and the investment adviser to SSPE. The principal business of
AWM is to act as general partner of MGP and general partner of
and investment adviser to the Cayman Fund. MGP, MG, and AWM are
referred to herein, individually, as an "Adviser" and,
collectively, as the "Advisers." The principal occupation of
Austin W. Marxe and David Greenhouse is to serve as officers,
directors and members or principal shareholders of the Advisers.
2(d) Title of Class of Securities: See cover sheets.
(e) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to $240.13d-1(b)
or 240.13d-2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under section 15 of the
Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
(c) ( ) Insurance Company as defined in section 3(a) (19) of
the Act;
Page 8 of 13 Pages
(d) (x) Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) (x) An Investment Adviser in accordance with $240.13d
-1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with $240.13d-1(b)(I)(ii)(F);
(g) (x) A parent holding company or control person in
accordance with $240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,750,000 shares of Common
Stock are beneficially owned by Austin W. Marxe and David
Greenhouse; of which 660,000 shares of common stock and 330,000
warrants are owned by SSF III, 270,000 shares of common stock
and 160,000 warrants are owned by SSPE, and 220,000 shares of
common stock and 110,000 warrants are owned by CAY.
(b) Percent of Class: 7.9 percent of the Common Stock are
beneficially owned by Austin Marxe and David Greenhouse. 4.5
percent of the Common Stock are beneficially owned by SSF III,
1.9 percent are beneficially owned by SSPE, and 1.5 percent are
Page 9 of 13 Pages
owned by the Cayman Fund.
(c) Number of Shares as to which the person has Rights to
Vote and/or Dispose of Securities: SSF III, SSPE, CAY, MGP,
MG, and AWM have sole power to vote or to direct the vote and to
dispose or to direct the disposition of all securities reported
hereby which are respectively beneficially owned by each Fund
and its Adviser. Austin Marxe and David Greenhouse have shared
power to vote or to direct the vote of and to dispose or to
direct the disposition of securities reported hereby which are
beneficially owned by Austin Marxe and David Greenhouse by
virtue of being Executive Officers of the Investment Advisers.
Item 5. Ownership of Five Percent or Less of a Class: 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 that five percent of the class of
securities, check the following .
Item 6. Ownership of More than Five Percent on Behalf of Another
Person: SSF III, SSPE, and CAY, as owners of the securities in
question, have the right to receive any dividends from, or
proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on By the
Parent Holding Company: See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the
Group: Not applicable
Page 10 of 13 Pages
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and 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 11 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 11, 2002
SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Managing Director
MGP ADVISERS LIMITED PARTERSHIP
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
MG ADVISERS, L.L.C.
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
Page 12 of 13 Pages
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By: /s/ Austin W. Marxe
Austin W. Marxe
Managing Director
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
Austin W. Marxe
President and CEO
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
DAVID M. GREENHOUSE
`
Page 13 of 13 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. MGP Advisers Limited Partnership (MGP), a
Delaware limited partnership, is the general partner of the
Special Situations Fund III, L.P., a Delaware Limited
Partnership. AWM Investment Company, Inc., a Delaware
corporation, is the general partner of MGP and the general
partner of and investment adviser to the Cayman Fund. MG
Advisers, L.L.C. is the general partner of and investment
adviser to the Special Situations Private Equity Fund, L.P..
Austin W. Marxe and David M. Greenhouse are the principal owners
of MGP, MG, and AWM and are principally responsible for the
selection, acquisition and disposition of the portfolios
securities by the investment advisers on behalf of their Fund.