This
statement is filed pursuant to Rule 13d-2(b) with respect to the shares of
common stock of Advaxis, Inc. (the "Issuer") beneficially owned by the Reporting
Persons (as defined below) as of February 12, 2010 and amends and supplements
the Schedule 13G filed on October 22, 2007, as previously amended (collectively,
the "Schedule 13G"). Except as set forth herein, the Schedule 13G is
unmodified.
The names
of the persons filing this statement on Schedule 13G are (collectively, the
“Reporting Persons”): Castlerigg Master Investments Ltd., a British Virgin
Islands company (“Castlerigg Master Investments”), Sandell Asset Management
Corp., a Cayman Islands exempted company (“SAMC”), Castlerigg International
Limited, a British Virgin Islands company (“Castlerigg International”),
Castlerigg International Holdings Limited, a British Virgin Islands company
(“Castlerigg Holdings”), and Thomas E. Sandell, a citizen of Sweden
(“Sandell”).
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
As of the
date of this filing, each of the Reporting Persons may be deemed the beneficial
owner of warrants held by Castlerigg Master Investments exercisable for 852,942
shares of Common Stock.
The
852,942 shares of Common Stock beneficially owned by the Reporting Persons
represents 0.7% of the outstanding shares of Common Stock, based on the
115,638,243 shares reported as outstanding by the Issuer as of October 1, 2009
in the Form S-1/A filed by the Issuer on November 6, 2009.
(c) Number
of shares as to which such person has:
(i)
Sole
power to vote or to direct the vote
Not
applicable.
(ii)
Shared
power to vote or to direct the vote of shares of Common Stock:
Castlerigg
Master Investments, Castlerigg International, Castlerigg Holdings, SAMC and Mr.
Sandell have the shared power to vote or direct the vote of 852,942 shares of
Common Stock underlying the warrants held by Castlerigg Master
Investments.
(iii)
Sole
power to dispose or to direct the disposition of shares of Common
Stock:
Not
applicable.
(iv)
Shared
power to dispose or to direct the disposition of shares of Common
Stock:
Castlerigg
Master Investments, Castlerigg International, Castlerigg Holdings, SAMC and Mr.
Sandell have the shared power to dispose or to direct the disposition of the
852,942 shares of Common Stock underlying the warrants held by Castlerigg Master
Investments.
