|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ACCIPITER CAPITAL MANAGEMENT, LLC 3801 PGA BLVD. SUITE 600 PALM BEACH GARDENS, FL 33408 |
X | |||
ACCIPITER LIFE SCIENCES FUND LP C/O CANDENS SERVICES, INC. 525 WASHINGTON BLVD., 33RD FLOOR JERSEY CITY, NJ 07310 |
X | |||
ACCIPITER LIFE SCIENCES FUND OFFSHORE LTD C/O CANDENS SERVICES, INC. 525 WASHINGTON BLVD., 33RD FLOOR JERSEY CITY, NJ 07310 |
X | |||
Candens Capital LLC 3801 PGA BLVD. SUITE 600 PALM BEACH GARDENS, FL 33408 |
X | |||
HOFFMAN GABE 3801 PGA BLVD. SUITE 600 PALM BEACH GARDENS, FL 33408 |
X |
Accipiter Capital Management, LLC; By: /s/ Gabe Hoffman, Managing Member | 12/14/2015 | |
**Signature of Reporting Person | Date | |
Accipiter Life Sciences Fund, LP; By: Candens Capital, LLC; By: /s/ Gabe Hoffman, Managing Member | 12/14/2015 | |
**Signature of Reporting Person | Date | |
Accipiter Life Sciences Fund (Offshore), Ltd.; By: Accipiter Capital Management, LLC; By: /s/ Gabe Hoffman, Managing Member | 12/14/2015 | |
**Signature of Reporting Person | Date | |
Candens Capital, LLC; By: /s/ Gabe Hoffman, Managing Member | 12/14/2015 | |
**Signature of Reporting Person | Date | |
/s/ Gabe Hoffman | 12/14/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4 is filed jointly by Accipiter Life Sciences Fund, LP ("ALS Fund"), Accipiter Life Sciences Fund (Offshore), Ltd. ("ALS Offshore"), Accipiter Capital Management, LLC ("Accipiter Management"), Candens Capital, LLC ("Candens Capital"), and Gabe Hoffman (collectively, the "Reporting Persons"). |
(2) | Each Reporting Person may be deemed to be a member of a group that owns more than 10% of the Issuer's outstanding Common Units. Each Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such Common Units for purposes of Section 16 or for any other purpose. |
(3) | Common Units directly owned by ALS Fund. Accipiter Management, as the investment manager of ALS Fund, may be deemed to be the beneficial owner of the Common Units directly owned by ALS Fund. Each of Candens Capital, as the general partner of ALS Fund, and Mr. Hoffman, as the managing member of each of Candens Capital and Accipiter Management, may be deemed to be the beneficial owner of the Common Units directly owned by ALS Fund. |
(4) | Common Units directly owned by ALS Offshore. Accipiter Management, as the investment manager of ALS Offshore, may be deemed to be the beneficial owner of the Common Units directly owned by ALS Offshore. Mr. Hoffman, as the managing member of Accipiter Management, may be deemed to be the beneficial owner of the Common Units directly owned by ALS Offshore. |
(5) | The price reported in Column 4 is a weighted average price. These Common Units were purchased in multiple transactions at prices ranging from $2.42 to $2.58. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units purchased at each separate price within the ranges set forth in footnotes 5, 6 and 7 to this Form 4. |
(6) | The price reported in Column 4 is a weighted average price. These Common Units were purchased in multiple transactions at prices ranging from $2.43 to $2.68. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units purchased at each separate price within the ranges set forth in footnotes 5, 6 and 7 to this Form 4. |
(7) | The price reported in Column 4 is a weighted average price. These Common Units were purchased in multiple transactions at prices ranging from $2.47 to $2.62. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units purchased at each separate price within the ranges set forth in footnotes footnotes 5, 6 and 7 to this Form 4. |