UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
AVI BioPharma, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
637184108
(CUSIP Number)
May 7, 2003
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G 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 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 purposes 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).
Page 1 of 6 Pages
CUSIP No. 637184108 13G Page 6 of 6 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Millennium Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
992,400
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
992,400
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
992,400
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.09%
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(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 637184108 13G Page 2 of 6 Pages
Item 1.
(a) Name of Issuer
AVI BioPharma, Inc., an Oregon corporation (the "Company").
(b) Address of Issuer's Principal Executive Offices:
One SW Columbia Street, Suite 1105
Portland, Oregon 97258
Item 2(a). Name of Person Filing:
Millennium Partners, L.P.
Item 2(b). Address of Principal Business Office:
c/o Millennium Management, L.L.C.
666 Fifth Avenue
New York, New York 10103
Item 2(c). Citizenship:
Cayman Islands
Item 2(d) Title of Class of Securities:
Common Stock, par value $0.0001 per share ("Common Stock")
Item 2(e) CUSIP Number:
637184108
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
CUSIP No. 637184108 13G Page 4 of 6 Pages
(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
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of the date of this filing, the Reporting Person may be
deemed the beneficial owner of (i) 2,400 shares of Common Stock held outright by
Riverview Group, LLC, a Delaware limited liability company and wholly-owned
subsidiary of the Reporting Person ("Riverview") and (ii) 990,000 shares of
Common Stock currently issuable to Riverview upon the exercise of certain
warrants.
(b) Percent of class:
Approximately 3.09% as of the date of this filing. (Based on
the Company's Prospectus on Form 424B3 filed on May 29, 2003, there were
31,164,524 shares of Common Stock issued and outstanding as of May 20, 2003. In
addition, Riverview holds the warrants to purchase 990,000 shares of Common
Stock referred to in the first paragraph of Item 4(a) above.)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
992,400 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
992,400 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of
0
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 than 5
percent of the class of securities, check the following [X].
CUSIP No. 637184108 13G Page 5 of 6 Pages
Note: On, May 7, 2003, the Reporting Person may have been deemed the beneficial
owner of (i) 1,250,000 shares of Common Stock that were held outright by
Riverview and (ii) 625,000 shares of Common Stock that were issuable to
Riverview upon the exercise of certain warrants, which constituted approximately
5.9% as of such date. (Based on the Company's Prospectus on Form 424B3 filed on
May 29, 2003, there were 31,164,524 shares of Common Stock issued and
outstanding as of May 20, 2003.)
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.
The 2,400 shares of Common Stock and the warrants to purchase 990,000
shares of Common Stock referred to in the first paragraph of Item 4(a) above are
held by Riverview.
Item 8. Identification and Classification of Members of the Group
This statement is filed by:
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below the undersigned certifies that, to the best of its
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. 637184108 13G Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: July 9, 2003
MILLENNIUM PARTNERS, L.P.
By: /s/ Robert Williams
--------------------------------
Name: Robert Williams
Title: Chief Financial Officer