UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _2_)
Cyclacel Pharmaceuticals, Inc.
_____________________________________________
(Name of Issuer)
Common Stock
_______________________________________________
(Title of Class of Securities)
23254L108
_________________________________________________
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2406
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2010
(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)
*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 (?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. 23254L108 13G Page 2 of 6 Pages
1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0
Shares Beneficially 8. Shared Voting Power: 9,911,148*
Owned by
Each Reporting 9. Sole Dispositive Power: 0
Person With 10. Shared Dispositive Power: 9,911,148*___
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
9,911,148*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 19.3%*
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse
(?Greenhouse?). Marxe and Greenhouse share sole voting and investment power
over 2,053,400 Common Shares, 1,459,360 Warrants to purchase Common Shares,
114,000 Warrants not currently exercisable and Options to purchase 1,026,700
Units (each unit consists of 1 share of Common Stock and .5 of a Warrant)
owned by Special Situations Fund III QP, L.P., 684,500 Common Shares, 342,250
Warrants to purchase Common Shares and Options to purchase 342,250 Units (each
unit consists of 1 share of Common Stock and .5 of a Warrant) are owned by
Special Situations Cayman Fund, L.P., 547,600 Common Shares, 381,965 Warrants
to purchase Common Shares, 26,400 Warrants not currently exercisable and
Options to purchase 273,800 Units (each unit consists of 1 share of Common
Stock and .5 of a Warrant) are owned by Special Situations Private Equity
Fund, L.P., and 821,400 Common shares, 540,498 Warrants to purchase Common
Shares, 35,800 Warrants not currently exercisable and Options to purchase
410,700 Units (each unit consists of 1 share of Common Stock and .5 of a
Warrant) are owned by Special Situations Life Sciences Fund, L.P. See Items
2 and 4 of this Schedule for additional information.
Page 3 of 6 Pages
Item 1. Security and Issuer:
(a) Cyclacel Pharmaceuticals, Inc.
(b) 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922
Item 2. (a) Name of Person Filing:
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of and investment
adviser to Special Situations Cayman Fund, L.P. (?Cayman?). AWM also serves as
the general partner of MGP Advisers Limited Partnership (?MGP?), the general
partner of Special Situations Fund III QP, L.P. (?SSFQP?). Marxe and
Greenhouse are members of MG Advisers L.L.C. (?MG?), the general partner of
Special Situations Private Equity Fund, L.P. (?SSPE?). Marxe and Greenhouse
are also members of LS Advisers L.L.C. (?LS?), the general partner of Special
Situations Life Sciences Fund, L.P. (?Life Sciences?). AWM serves as the
investment adviser to SSFQP, SSPE, and Life Sciences. (SSFQP, Cayman, SSPE,
and Life Sciences will hereafter be referred to as, the ?Funds?). The
principal business of each Fund is to invest in equity and equity-related
securities and other securities of any kind or nature.
(b) Address of Principal Business Office or, if none, Residence:
The principal business address for Marxe and Greenhouse is 527
Madison Avenue, Suite 2600, New York, NY 10022.
(c) Citizenship:
Austin W. Marxe and David M. Greenhouse are United
States citizens.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 23254L108.
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: Not Applicable
(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;
(d) ( ) Investment Company registered under section 8 of the Investment
Company Act of 1940;
(e) ( ) 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);
Page 4 of 6 Pages
(g) ( ) 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).
Item 4. Ownership:
(a) Amount Beneficially Owned: Messrs. Marxe and Greenhouse
beneficially own a total of 4,106,900 Common Shares, 2,724,073 Warrants to
purchase Common Shares, 176,200 Warrants not currently exercisable and Options
to purchase 2,053,450 Units (each unit consists of 1 share of Common Stock and
..5 of a Warrant). This amount includes 547,600 Common Shares, 381,965 Warrants
to purchase Common Shares, 26,400 Warrants not currently exercisable and
Options to purchase 273,800 Units (each unit consists of 1 shares of Common
stock and .5 of a Warrant) owned by SSPE, 684,500 Common Shares, 342,250
Warrants and Options to purchase 342,250 Units (each unit consists of 1 shares
of Common stock and .5 of a Warrant) owned by Cayman, 2,053,400 Common Shares,
1,459,360 Warrants to purchase Common Shares, 114,000 Warrants not currently
exercisable and Options to purchase 1,026,700 Units (each unit consists of 1
shares of Common stock and .5 of a Warrant) owned by SSFQP, and 821,400 Common
shares, 540,498 Warrants to purchase Common Shares, 35,800 Warrants not
currently exercisable and Options to purchase 410,700 Units (each unit
consists of 1 shares of Common stock and .5 of a Warrant) owned by Life
Sciences.
(b) Percent of Class: Messrs. Marxe and Greenhouse beneficially own
19.3% of the shares outstanding, of which SSPE owns 2.9% of the outstanding
shares, Cayman owns 3.3% of the outstanding shares, SSFQP owns 10.4% of the
outstanding shares and Life Sciences own 4.2% of the outstanding shares.
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 9,911,148
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
9,911,148
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: Not
Applicable.
Page 5 of 6 Pages
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security being Reported on By the Parent Holding Company: Not Applicable.
Item 8. Identification and Classification of Members of the Group: Not
applicable
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.
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, 2011
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
DAVID M. GREENHOUSE
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
Page 6 of 6 Pages
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13G to which this agreement is attached is filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
-6-
S5313/1
1319328.02