| o | Rule 13d-1(b) | ||
| o | Rule 13d-1(c) | ||
| þ | Rule 13d-1(d) |
CUSIP No. |
89363T 100 |
13G | Page | 2 |
of | 9 Pages |
| 1 | NAMES OF REPORTING PERSONS The Abrams Family Trust |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OR ORGANIZATION | ||||
| United States | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | -0- | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 1,562,500 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | -0- | ||||
| WITH | 8 | SHARED DISPOSITIVE POWER | |||
| 1,562,500 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,562,500 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 10.0% | |||||
| 12 | TYPE OF REPORTING PERSON | ||||
| 00 | |||||
CUSIP No. |
89363T 100 |
13G | Page | 3 |
of | 9 Pages |
| 1 | NAMES OF REPORTING PERSONS Jeffrey J. Abrams |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OR ORGANIZATION | ||||
| United States | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 1,588,500 (1) | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | -0- | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 1,588,500 (1) | ||||
| WITH | 8 | SHARED DISPOSITIVE POWER | |||
| -0- | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,588,500 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 10.1 % | |||||
| 12 | TYPE OF REPORTING PERSON | ||||
| IN | |||||
CUSIP No. |
89363T 100 |
13G | Page | 4 |
of | 9 Pages |
| (a) | Name of Issuer: | ||
| Transdel Pharmaceuticals, Inc. | |||
| (b) | Address of Issuers Principal Executive Offices: | ||
| 4225 Executive Square, Suite 485 La Jolla, California 92037 |
| (a) | Name of Person Filing: |
| (b) | Address of Principal Business Office, or if none, Residence: | ||
| 3395 Willard Street San Diego, California 92122 |
|||
| (c) | Citizenship: | ||
| Abrams Trust United States Jeffrey J. Abrams United States |
|||
| (d) | Title of Class of Securities: | ||
| Common Stock, par value $0.001 per share | |||
| (e) | CUSIP Number: | ||
| 89363T 100 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | o | Broker or dealer registered under Section 15 of the Act. | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act. | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act. | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940. | |
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
CUSIP No. |
89363T 100 |
13G | Page | 5 |
of | 9 Pages |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: | ||
| 1,588,500, which includes 1,562,500 shares held by the Abrams Trust and 26,000 option shares that are exercisable as of December 31, 2009 by Mr. Abrams. | |||
| (b) | Percent of Class: | ||
| Based on the number of shares outstanding as of December 31, 2009, | |||
| Abrams Trust: 10.0% | |||
| Jeffrey J. Abrams: 10.1% | |||
| (c) | Number of Shares as to which the Reporting Person has: | ||
| Abrams Trust: |
| (i) | Sole power to vote or to direct to vote: -0- | ||
| (ii) | Shared power to vote or to direct to vote: 1,562,500 | ||
| (iii) | Sole power to dispose or to direct the disposition of: -0- | ||
| (iv) | Shared power to dispose or to direct the disposition of: 1,562,500 |
| Jeffrey J. Abrams: |
| (v) | Sole power to vote or to direct to vote: 1,588,500 | ||
| (vi) | Shared power to vote or to direct to vote: -0- | ||
| (vii) | Sole power to dispose or to direct the disposition of: 1,588,500 | ||
| (viii) | Shared power to dispose or to direct the disposition of: -0- |
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| Not Applicable. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not Applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
CUSIP No. |
89363T 100 |
13G | Page | 6 |
of | 9 Pages |
| Not Applicable. |
| Item 8. | Identification and Classification of Members of the Group. | |
| Not Applicable. |
| Item 9. | Notice of Dissolution of Group. | |
| Not Applicable. |
| Item 10. | Certification. | |
| Not Applicable. |
CUSIP No. |
89363T 100 |
13G | Page | 7 |
of | 9 Pages |
| THE ABRAMS FAMILY TRUST |
||||
| By: | /s/ Jeffrey J. Abrams | |||
| Jeffrey J. Abrams, M.D. | ||||
| Trustee | ||||
| /s/ Jeffrey J. Abrams | ||||
| Jeffrey J. Abrams, M.D. | ||||
CUSIP No. |
89363T 100 |
13G | Page | 8 |
of | 9 Pages |
| Exhibit | Description | |
99.1
|
Joint Filing Agreement |
CUSIP No. |
89363T 100 |
13G | Page | 9 |
of | 9 Pages |
| THE ABRAMS FAMILY TRUST | ||||||||
Dated: February 16, 2010 |
||||||||
| By: | /s/ Jeffrey J. Abrams
|
|||||||
| Trustee | ||||||||
Dated: February 16, 2010 |
||||||||
| /s/ Jeffrey J. Abrams
|
||||||||