SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 2 PEREGRINE PHARMACEUTICALS, INC. --------------------------------------------------------------- (Name of issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE -------------------------------------------------------------------------- (Title of class of Securities) 713661304 -------------- (CUSIP Number) 31 DECEMBER 2012 --------------------------------------------------------- (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-l(b) [X] Rule 13d-l(c) [ ] Rule 13d-l(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 on the remainder of this cover page shall not be deemed "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). CUSIP NO. 713661304 Page 2 of 7 Pages 1. NAME OF REPORTING PERSON EASTERN CAPITAL LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 7,921,760 OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON 8. SHARED DISPOSITIVE POWER 7,921,760 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,921,760 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% 12. TYPE OF REPORTING PERSON CO CUSIP NO. 713661304 Page 3 of 7 Pages 1. NAME OF REPORTING PERSON PORTFOLIO SERVICES LTD. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 7,921,760 OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON 8. SHARED DISPOSITIVE POWER 7,921,760 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,921,760 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% 12. TYPE OF REPORTING PERSON CO CUSIP NO. 713661304 Page 4 of 7 Pages 1. NAME OF REPORTING PERSON KENNETH B. DART 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 7,921,760 OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON 8. SHARED DISPOSITIVE POWER 7,921,760 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,921,760 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% 12. TYPE OF REPORTING PERSON IN CUSIP No. 713661304 Page 5 of 7 Pages ITEM l(a). NAME OF ISSUER: PEREGRINE PHARMACEUTICALS, INC. ITEM l(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 14282 FRANKLIN AVENUE TUSTIN, CALIFORNIA 92780-7017 ITEM 2(a). NAME OF PERSON FILING: 1) EASTERN CAPITAL LIMITED Eastern Capital Limited is a direct wholly owned subsidiary of Portfolio Services Ltd., a Cayman Islands corporation. 2) PORTFOLIO SERVICES LTD. Portfolio Services Ltd., a Cayman Islands corporation, is a holding company which owns all of the outstanding shares of Eastern Capital Limited. 3) KENNETH B. DART Mr. Dart is the beneficial owner of all of the outstanding shares of Portfolio Services Ltd., which in turns owns all the outstanding shares of Eastern Capital Limited. ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE: 1) 10 Market Street, #773 Camana Bay Grand Cayman, KY1-9006 CAYMAN ISLANDS 2) 10 Market Street, #773 Camana Bay Grand Cayman, KY1-9006 CAYMAN ISLANDS 3) P.O. BOX 31300 Grand Cayman, KY1-1206 CAYMAN ISLANDS ITEM 2(c). CITIZENSHIP: 1) Cayman Islands 2) Cayman Islands 3) Cayman Islands CUSIP NO. 713661304 Page 6 of 7 pages ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value per share ITEM 2(e). CUSIP NUMBER: 713661304 ITEM 3. Not Applicable. ITEM 4. OWNERSHIP The percentage ownership noted in this Schedule 13G/A is based on 133,685,129 shares outstanding as of December 20, 2012 as reported in the Issuer prospectus supplement filed with the SEC on December 28, 2012. As of the date of this filing, Eastern Capital Limited, Portfolio Services Ltd. and Mr. Dart beneficially own in the aggregate the following: (a) Amount Beneficially owned: 7,921,760 (b) Percent of Class: 5.9% (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 7,921,760 (iii)sole power to dispose of or to direct the disposition of: -0- (iv) shared power to dispose of or to direct the disposition of: 7,921,760 ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS: [ ] ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Not Applicable. CUSIP NO. 713661304 Page 7 of 7 pages ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. 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 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. EASTERN CAPITAL LIMITED /s/ Kenneth B. Dart BY: Kenneth B. Dart, Director 13 FEBRUARY 2013 PORTFOLIO SERVICES LTD. /s/ Kenneth B. Dart BY: Kenneth B. Dart, Director 13 FEBRUARY 2013 KENNETH B. DART /s/ Kenneth B. Dart 13 FEBRUARY 2013 1