AmpliPhi Biosciences Corp – ‘DEF 14A’ for 5/8/06 – ‘COVER’

On:  Wednesday, 3/29/06, at 6:02am ET   ·   Effective:  3/29/06   ·   For:  5/8/06   ·   Private-to-Public:  Document ¶  –  Release Delayed to:  10/13/06   ·   Accession #:  950124-6-1547   ·   File #:  0-23930

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Definitive Proxy Solicitation Material   —   Sch. 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                          HTML    304K 
 2: COVER     ¶ Comment-Response or Cover Letter to the SEC            1      2K 

Delayed-Release ‘COVER’   —   Comment-Response or Cover Letter to the SEC

COVER
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[ORRICK Letterhead]                                                             

March 29, 2006                                                                  

FILED VIA EDGAR                                                                 

Zafar Hasan                                                                     
Attorney-Advisor                                                                
Division of Corporation Finance                                                 
Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C.  20549                                                         

Re:   Targeted Genetics Corporation; Schedule 14a Definitive Proxy Statement,   
filed with the Securities and Exchange Commission on March 29, 2006 

Dear Mr. Hasan:                                                                 

On behalf of Targeted Genetics Corporation (the "Company"), we submit this      
letter as a response to your telephone inquiry regarding the applicability of   
Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), to the reverse stock split proposed by the Company in its definitive     
proxy statement filed with the Securities and Exchange Commission on March 29,  
2006 in connection with the Company's 2006 annual meeting of shareholders (the  
"Annual Meeting").                                                              

Rule 13e-3(3)(ii)(A) provides that a "Rule 13e-3 transaction" includes a        
transaction causing any class of equity securities of the issuer to be held of  
record by less than 300 persons.                                                

As of March 7, 2006, the record date for the Annual Meeting, the Company had    
364 shareholders of record, of which only 12 record holders hold less than      
10 shares. Therefore, after giving effect to the reverse split at the largest   
proposed ratio, the Company would still have 352 shareholders of record.        
Accordingly, the reverse stock split is not intended to result in a going       
private transaction under Rule 13e-3 under the Exchange Act.                    

Please contact us if you have any further questions regarding this matter.      

Very truly yours,                                                               

/s/ Lewis S. Malakoff                                                           

Lewis S. Malakoff                                                               

cc:     Jonathan K. Wright, Targeted Genetics Corporation                       
Stephen M. Graham                                               
Vincent A. Ricci                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14A’ Filing		Date		Other Filings
For Period End:		5/8/06		4,  8-K,  PRE 14A
Filed on / Effective on:		3/29/06
		3/7/06
				List all Filings