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OMB
APPROVAL
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OMB
Number: 3235-0145
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
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Expires: February
28, 2009
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Estimated
average burden
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hours
per response............ 10.4
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SCHEDULE
13G
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Under the Securities Exchange
Act of 1934
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(Amendment No.
1)*
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Catalyst
Pharmaceutical Partners, Inc.
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(Name
of Issuer)
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Common
Stock, par value $0.001 per
share
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(Title
of Class of Securities)
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14888U101
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(CUSIP
Number)
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December
31, 2008
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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o Rule
13d-1(b)
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þ Rule
13d-1(c)
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o 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.
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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).
Persons who respond to the
collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control
number.
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CUSIP
No. 14888U101
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
Henderson
Global Investors Limited
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2.
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Check the Appropriate Box if
a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United Kingdom |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5. Sole
Voting Power
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904,582
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6. Shared
Voting Power
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7. Sole
Dispositive Power
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904,582
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8. Shared
Dispositive Power
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
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904,582 |
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented
by Amount in Row (9)
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6.43% |
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12.
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Type of Reporting
Person (See Instructions)
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IA
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2 of
5
| Item 1. |
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(a)
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Name
of Issuer
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Catalyst
Pharmaceutical Partners, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
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220
Micacle Mile, Suite 234, Coral Gables, Florida 33134
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| Item 2. |
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(a)
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Name
of Person Filing
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Henderson
Global Investors Limited
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(b)
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Address
of Principal Business Office or, if none, Residence
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201
Bishopsgate, London EC2M 3AE, United Kingdom
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(c)
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Citizenship
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United
Kingdom
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(d)
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Title
of Class of Securities
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Common
Stock, par value $0.001 per share
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(e)
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CUSIP
Number
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| 14888U101 |
| Item 3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e)
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o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i)
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o
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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). |
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. |
Ownership.
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The information in Items 5-9 and
11 on the cover page of this Schedule 13G is incorporated herein by
reference.
| Item 5. |
Ownership
of Five Percent or Less of a Class.
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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 five percent of the class of securities, check the following ¨.
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| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person.
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The
reporting person is an investment adviser registered in the United Kingdom
and has beneficial ownership of the shares which are the subject of this
filing through the investment discretion the reporting person exercises
over its clients' accounts.
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| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person.
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Not
Applicable.
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3 of
5
| Item 8. |
Identification
and Classification of Members of the Group.
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Not
Applicable.
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| Item 9. |
Notice
of Dissolution of Group.
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| Not Applicable. |
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Item
10.
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Certification.
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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.
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4 of
5
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.
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13
February 2009
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Date
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| HENDERSON GLOBAL INVESTORS LIMITED | |
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/s/Philip
Woolliscroft
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Signature
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Philip Woolliscroft
/ Head of Asset Management Compliance
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Name/Title
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