SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)^
Aerogen Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
007779309
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(CUSIP NUMBER)
December 31, 2003
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Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is Filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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^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 disclosures provided in a prior cover page. The information required on
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 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
CUSIP No. 007779309 Page 2 of 6 Pages
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1) Name of Reporting Person
I.R.S. Identification Evan Sturza
No. of Above Person
(Entities Only)
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2) Check the Appropriate Box (a) N/A
if a Member of a Group (b) N/A
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3) SEC Use Only
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4) Citizenship or Place U.S.A.
of Organization
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Number of 5) Sole Voting 323,060
Shares Beneficially Power
Owned by Each
Reporting Person
With
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6) Shared Voting
Power 0
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7) Sole Disposi-
tive Power 323,060
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8) Shared Dis-
positive Power 0
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9) Aggregate Amount Beneficially 323,060 (Please see footnote to
Owned by Each Reporting person Item 4)
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10) Check if the Aggregate N/A
Amount in Row (9)
Excludes Certain Shares
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11) Percent of Class
Represented by 7.3%
Amount in Row (9)
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12) Type of Reporting
Person IN
CUSIP No. 007779309 Page 3 of 6 Pages
Schedule 13G
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Item 1(a) - Name of Issuer: Aerogen Inc.
Item 1(b) - Address of Issuer's Principal Executive Offices:
2071 Stierlin Court
Mountainview, CA 94043
Item 2(a) - Name of Person Filing:
Evan Sturza
Item 2(b) - Address of Principal Business Office:
156 West 56th Street, 16th Floor
New York, NY 10019
Item 2(c) - Citizenship:
U.S.A.
Item 2(d) - Title of Class of Securities:
Common Stock
Item 2(e) - CUSIP Number: 007779309
Item 3 - Statements Filed Pursuant to Rules 13d-1(b) or 13d-2(b):
(a) N/A
(b) N/A
(c) N/A
(d) N/A
(e) N/A
(f) N/A
(g) N/A
(h) N/A
(i) N/A
(j) N/A
CUSIP No. 007779309 Page 4 of 6 Pages
Item 4 - Ownership.
(a) Amount Beneficially Owned: 323,060*
(b) Percent of Class: 7.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
323,060*
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
323,060*
(iv) shared power to dispose or to direct the disposition of:
0
*Evan Sturza is the owner of two separate entities that are
exempt from registration under the Investment Advisors Act of 1940 and
provide investment management services to two privately owned entities
exempt from registration under the Investment Company Act of 1940. Each
of the entities, which have different beneficial owners, hold less than
five percent of the common stock of the Issuer, but the aggregate
holdings of the two entities exceed five percent of the common stock of
the Issuer. Therefore, for the purposes of Rule 13d-3 of the Securities
Exchange Act of 1934, Evan Sturza may be deemed to be the beneficial
owner of the common stock of the Issuer held by the separate entities.
Evan Sturza disclaims beneficial ownership of the common stock covered
by this Schedule 13G.
Item 5 - Ownership of Five Percent or Less of a Class: N/A
Item 6 - Ownership of More than Five Percent on Behalf of Another Person:
The entities referenced in the footnote to Item 4 have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the common stock covered by this Schedule 13G,
however, neither entity's interests relate to more than five percent of
the common stock of the Issuer.
CUSIP No. 007779309 Page 5 of 6 Pages
Item 7 - Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Company:
N/A
Item 8 - Identification and Classification of Members of the Group:
N/A
Item 9 - Notice of Dissolution of Group:
N/A
Item 10 - Certification:
(a) N/A
(b) By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above 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.
CUSIP No. 007779309 Page 6 of 6 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.
February 12, 2004
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Date
/s/ Evan Sturza
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Evan Sturza