Item 1. (a) Name of Issuer: Neurologix, Inc.
(b) Address of Issuer’s Principal Executive Offices:
One Bridge Plaza
Fort Lee, New Jersey 07024
Item 2. (a) Name of Persons Filing:
General Electric Pension Trust (“GEPT”), GE Asset Management Incorporated (“GEAM”) which is the investment manager of GEPT and a wholly-owned subsidiary of GE (as defined below), and General Electric Company (“GE”). GEAM shares voting and dispositive power over the securities owned by GEPT and may be deemed to be the beneficial owner of the securities owned by GEPT for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. GE expressly disclaims any voting and dispositive power over the securities owned by GEPT. The persons named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as “Reporting Persons”.
(b) Address of Principal Business Office or, if None, Residence:
3001 Summer Street
Stamford, CT 06905*
3135 Easton Turnpike
Fairfield, CT 06828**
* For GEPT and GEAM.
** For GE.
(c) Citizenship: U.S.A.
(d) Title of Class of Securities:
Common Stock, par value $0.001 per share (“Common Stock”)
(e) CUSIP Number:
Common Stock: 64125U109
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Item 3.
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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) [ ] 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).
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CUSIP No. 64125U109
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SCHEDULE 13G/A
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(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [X] An investment adviser in accordance with §240.13d- 1(b)(1)(ii)(E);
(f) [X] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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 §240.13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________
* GEAM is filing as an investment adviser in accordance with §240.13d- 1(b)(1)(ii)(E), GEPT is filing as an employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F) and GE is filing as a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
Item 4. Ownership.
GEPT is the direct beneficial owner of 93,940 shares of Series C Convertible Preferred Stock (the “Series C Stock”), 306,327 shares of Series D Convertible Preferred Stock (the “Series D Stock”) and Warrants (the “Warrants”) to purchase 2,951,706 shares of Common Stock of the Issuer. Each share of Series C Stock is currently convertible, at the option of the holder, into that number of shares of Common Stock found by dividing 35 by 1.59 (approximately 22.013 shares). Each share of Series D Stock is currently convertible, at the option of the holder, into that number of shares of Common Stock found by dividing 35 by 1.16 (approximately 30.172 shares). Warrants to purchase 1,077,586 shares of Common Stock are currently exercisable at an exercise price of $1.39 per share, Warrants to purchase 1,179,676 shares of Common Stock are currently exercisable at an exercise price of $1.75 per share, and Warrants to purchase 694,444 shares of Common Stock are currently exercisable at an exercise price of $1.44 per share. The conversion and exercise prices of these securities are subject to adjustment for certain issuances by the Issuer, stock dividends, recombinations and the like. GEAM is a registered investment adviser and acts as investment manager of GEPT. GEAM shares voting and dispositive power over the securities owned by GEPT and may be deemed to be the beneficial owner of the securities owned by GEPT. Thus, GEAM may be deemed
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CUSIP No. 64125U109
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SCHEDULE 13G/A
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to be the direct beneficial owner of 14,262,191 shares of Common Stock, assuming (i) conversion of the Series C Stock into 2,067,861 shares of Common Stock, (ii) conversion of the Series D Stock into 9,242,624 shares of Common Stock and (iii) exercise of the Warrants to purchase 2,951,706 shares of Common Stock. GE, as the direct parent of GEAM, expressly disclaims any voting and dispositive power over the securities owned by GEPT.
(a) Amount beneficially owned: 14,262,191*
(b) Percent of class: 33.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 14,262,191
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 14,262,191
* GE expressly disclaims beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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 [ ].
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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Item 7.
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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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GEAM is a direct subsidiary of GE.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
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CUSIP No. 64125U109
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SCHEDULE 13G/A
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Item 9. Notice 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.
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CUSIP No. 64125U109
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SCHEDULE 13G/A
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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.
Date: February 14, 2011
GENERAL ELECTRIC PENSION TRUST
By: GE Asset Management Incorporated,
its Investment Manager
By: /s/ Daniel L. Furman
Name: Daniel L. Furman
Title: Vice President
GE ASSET MANAGEMENT INCORPORATED
By: /s/ Daniel L. Furman
Name: Daniel L. Furman
Title: Vice President
GENERAL ELECTRIC COMPANY
By: /s/ James W. Ireland
Name: James W. Ireland
Title: Vice President