Roth Michael Anthony, et al. – ‘SC 13G/A’ on 2/16/10 re: Genaera Corp

On:  Tuesday, 2/16/10, at 4:22pm ET   ·   Accession #:  1010207-10-28   ·   File #:  5-42170

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Genaera Corporation Scedule 13G.A.3                    5     22K 

Document Table of Contents

SC 13G/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION  TO  BE  INCLUDED  IN  THE   STATEMENTS   FILED  PURSUANT  TO  RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)     

(Amendment No. 3)*

 Genaera Corporation
(Name of Issuer)

Common Stock, par value $0.002 per share
(Title of Class of Securities)

 36867G209
(CUSIP Number)

   December 31, 2009
 (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 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 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).                                                                         

SC 13G/A
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SCHEDULE 13G
CUSIP NO. 36867G209                                                             

NAMES OF REPORTING PERSONS          
                      I.R.S. IDENTIFICATION  NOS.  OF  ABOVE  PERSONS  (Entities
Only)                               
1                                                             

                      Michael  A.  Roth  and  Brian  J. Stark, as  joint  filers
pursuant to Rule 13d-1(k).          

2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) |X|                             
(b) |_|                             

3            SEC USE ONLY                                     

4            CITIZENSHIP OR PLACE OF ORGANIZATION             

United States of America            

NUMBER OF                    SOLE VOTING POWER              
5             
SHARES                     0                            

BENEFICIALLY                  SHARED VOTING POWER             
6             
        OWNED BY EACH                  912,973   shares  of  Common  Stock  (See
     Item 4)

REPORTING                    SOLE DISPOSITIVE POWER         
7             
0 
PERSON WITH                                                   
                      SHARED DISPOSITIVE POWER
8             
                                       912,973   shares  of   Common  Stock (See
     Item 4)

                      AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH REPORTING
PERSON                              
9                                                             
       912,973 shares of Common Stock (See Item 4)

                      CHECK  BOX  IF  THE  AGGREGATE  AMOUNT IN ROW (9) EXCLUDES
                      CERTAIN SHARES                                         [ ]
10                                                            

             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11                                                            
5.2% (See Item 4)                   

TYPE OF REPORTING PERSON            
12                                                            
IN                                  

SC 13G/A
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CUSIP NO. 36867G209                                                             

Item 1(a).        Name of Issuer:                                               

Genaera Corporation (the "Issuer").         

Item 1(b).        Address of Issuer's Principal Executive Offices:              

5110 Campus Drive                           
Plymouth Meeting, Pennsylvania 19462        

Items 2(a),                                                                     
(b) and (c).      Name  of  Persons Filing, Address of Principal Business Office
and Citizenship:                            

                  This Amendment No. 3 to Schedule 13G is being  filed on behalf
                  of  Michael  A.  Roth  and  Brian  J.  Stark, as joint  filers
(collectively, the "Reporting Persons").    

                  The  Reporting  Persons   have  entered  into a  Joint  Filing
                  Agreement, a copy of which is  filed with this Amendment No. 3
                  to Schedule 13G as Exhibit 1, pursuant to which the  Reporting
                  Persons  have  agreed  to  file  this Schedule  13G jointly in
                  accordance  with  the  provisions  of  Rule  13d-1(k)  of  the
                  Securities  Exchange  Act of  1934, as amended (the  "Exchange
Act").                                      

                  The  principal  business  office of the  Reporting  Persons is
                  3600 South Lake Drive,  St. Francis,  WI  53235. The Reporting
         Persons are citizens of the United States of America.

Item 2(d).        Title of Class of Securities:                                 

                  Common Stock, par value $0.002 per share (the "Common  Stock")

Item 2(e).        CUSIP Number:                                                 

36867G209                                   

Item 3.           Not applicable.                                               

Item 4.           Ownership.                                                    

(a)  Amount beneficially owned:             

912,973 shares of Common Stock*   

(b)  Percent of class:                      

                       Based on 17,484,630 shares of Common Stock outstanding as
                       of  February 26,  2009  as   indicated  in  the  Issuer's
                       Quarterly Report on Form 10-K for the annual period ended
                       December 31, 2009  and  912,973  shares  of  Common Stock
                       issuable  upon  exercise  of   certain  warrants held  by
                       the  Reporting   Persons,  the  Reporting   Persons  hold
                       approximately  5.2% of  the issued and outstanding Common
Stock of the Issuer.              

   (c)  Number of shares to which such person has:

           (i)  Sole power to vote or direct the vote: 0

                (ii) Shared  power  to  vote  or  direct the vote:
       912,973 shares of Common Stock*

                       (iii) Sole power to dispose or to direct the  disposition
of: 0                 

                       (iv) Shared power to dispose of or direct the disposition
           of: 912,973 shares of Common Stock*

                  *The  Reporting  Persons  beneficially  own   an  aggregate of
                  912,973   shares   of   Common  Stock. The foregoing amount of
                  Common Stock and percentage ownership  represent  the combined
             indirect  holdings of Michael A. Roth and Brian J. Stark.

                  All  of  the  foregoing  represents  an  aggregate of  912,973
                  shares  of  Common  Stock held directly by SF Capital Partners
                  Ltd. ("SF  Capital"). The  Reporting  Persons are the Managing
                  Members of Stark  Offshore Management LLC ("Stark  Offshore"),
                  which acts as investment  manager and has sole power to direct
                  the management of SF  Capital.  Through  Stark  Offshore,  the
                  Reporting Persons possess  voting and  dispositive  power over
                  all of the foregoing  shares.  Therefore,  for the purposes of
                  Rule 13d-3 under the Exchange  Act,  the Reporting Persons may
                  be deemed to be the beneficial owners  of, but hereby disclaim
       such beneficial ownership of, the foregoing shares.

Item 5.           Ownership of Five Percent or Less of a Class.                 

Not applicable                              

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 By the Parent Holding
Company.                                    

Not applicable                              

Item 8.           Identification  and  Classification  of  Members of the Group.

Not applicable                              

SC 13G/A
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CUSIP NO. 36867G209                                                             

Item 9.           Notice of Dissolution of a 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 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 16, 2010                                                      

     /s/ Michael A. Roth
 Michael A. Roth

    /s/ Brian J. Stark
Brian J. Stark

SC 13G/A
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CUSIP NO. 36867G209                                                             

                                                                       Exhibit 1
JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended,  the undersigned agree to the joint filing on behalf of each of them
of a  statement on Schedule  13G (including  amendments thereto) with respect to
certain  shares  of  Common  Stock of Genaera Corporation and further agree that
this  Joint  Filing  Agreement  shall  be  included  as an exhibit to such joint
filings.                                                                        

     The undersigned further agree that each party hereto is responsible for the
timely  filing of such  Schedule  13G and any  amendments  thereto,  and for the
completeness  and accuracy of the  information  concerning  such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.  

     IN WITNESS  WHEREOF,  the parties have executed this Joint Filing Agreement
on February 16, 2010.                                                           

     /s/ Michael A. Roth
 Michael A. Roth

    /s/ Brian J. Stark
Brian J. Stark

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/16/10		4		5			SC 13G/A
		12/31/09		1		3
		2/26/09		3					4
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