SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(Amendment
No. 5)*
AVI
BIOPHARMA, INC.
(Name of
Issuer)
Common
Stock, par value $.0001 per share
(Title of
Class of Securities)
637184108
(CUSIP
Number)
December
31, 2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed.
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¨
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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¨
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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.
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).
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CUSIP No. 637184108
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13G
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Page 2 of 6
Pages
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1.
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NAME
OF REPORTING PERSONS
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George W. Haywood
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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) ¨
(b)
¨
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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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U.S.A
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NUMBER
OF
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5.
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SOLE
VOTING POWER
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8,649,390
(1)
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SHARES
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BENEFICIALLY
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6.
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SHARED
VOTING POWER
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1,426,953
(2)
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OWNED
BY
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EACH
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7.
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SOLE
DISPOSITIVE POWER
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8,649,390
(1)
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REPORTING
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PERSON
WITH
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8.
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SHARED
DISPOSITIVE POWER
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1,426,953
(2)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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10,076,343
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES(SEE
INSTRUCTIONS)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
9
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13.9%
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12.
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TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
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IN
(1) Includes
1,315,673 shares underlying warrants.
(2) Represents
shares owned by spouse.
2
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Item
1(a).
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Name
of Issuer:
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AVI Biopharma, Inc.
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Item
1 (b).
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Address
of Issuer's Principal Executive
Offices:
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One SW Columbia, Suite 1105, Portland,
Oregon 97258
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Item
2(a).
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Name
of Person Filing:
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George W. Haywood
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Item
2(b).
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Address
of Principal Business Office or, if none,
Residence:
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Moomjian, Waite, Wactlar & Coleman,
LLP, 100 Jericho Quadrangle, Suite 225, Jericho, New
York 11753
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Item
2(c).
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Citizenship:
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U.S.A
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Item
2(d).
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Title
of Class of Securities:
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Common Stock, par value $.0001 per
share
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Item
2(e).
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CUSIP
Number
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637184108
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
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(a)
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¨
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Broker
or dealer registered under Section 15 of the Act.
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(b)
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Bank
as defined in Section 3(a) (6) of the Act.
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(c)
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Insurance
company as defined in Section 3(a) (19) of the Act.
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(d)
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Investment
company registered under Section 8 of the Investment Company Act of
1940.
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(e)
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An
investment adviser in accordance with Rule 13d-1(b) (1) (ii)
(E).
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(f)
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An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)
(1) (ii) (F).
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(g)
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¨
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A
parent holding company or control person in accordance with Rule 13d-1(b)
(1) (ii) (G).
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3
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(h)
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¨
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A
savings association as defined in Section 3 (b) of the Federal Deposit
Insurance Act.
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(i)
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¨
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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.
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(j)
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¨
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A
non-U.S. institution in accordance with Rule 13d-1 (b) (1) (ii)
J.
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(k)
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¨
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Group,
in accordance with Rule 13d-1 (b) (1) (ii)
(K).
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issue identified in Item 1.
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(a) Amount
Beneficially Owned:
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10,076,343
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(b) Percent
of Class:
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13.9%
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(c) Number
of shares as to which such person has:
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(i) sole power to vote or to direct the vote:
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8,649,390
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(ii) shared power to vote or to direct
vote:
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1,426,953
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(iii) sole power to dispose or to direct the disposition
of:
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8,649,390
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(iv) shared power to dispose or to direct the disposition
of:
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1,426,953
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Included
as shares for which there exists sole voting and dispositive power are 1,315,673
shares underlying warrants.
Included
as shares for which there exist shared voting and dispositive power are
1,426,953 shares owned by Mr. Haywood’s spouse, which spouse would have the
right to the receipt of dividends from, and proceeds for the sale of, such
shares.
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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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Not applicable.
4
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not applicable.
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Item
10.
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Certifications.
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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.
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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February 11, 2009
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(Date)
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/s/ George W. Haywood
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(Signature)
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George W. Haywood
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(Name
and Title)
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6