Statement of Changes in Beneficial Ownership (4)
06 1월 2022 - 2:44AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
CDK ASSOCIATES, L.L.C. |
2. Issuer Name and Ticker or Trading Symbol
Strongbridge Biopharma plc
[
SBBP
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
|
(Last)
(First)
(Middle)
C/O CAXTON CORPORATION, 731 ALEXANDER ROAD, BLDG. 2, SUITE 500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2021 |
(Street)
PRINCETON, NJ 08540
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Ordinary Shares, $0.01 par value | 10/5/2021 | | J(1)(2) | | 8060682 | D | (1)(2) | 0 | D (3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Ordinary Shares Warrant (right to buy) | $2.5 | 10/5/2021 | | J (1)(2) | | | 2220000 | 6/28/2017 | 6/28/2022 | Ordinary Shares, $0.01 par value | 2220000 | (1)(2) | 0 | D (4) | |
Explanation of Responses: |
(1) | These reported securities were disposed of pursuant to the Issuer's transaction with Xeris Pharmaceuticals, Inc., Xeris Biopharma Holdings, Inc. ("Holdco") and Wells MergerSub, Inc., a wholly owned subsidiary of Holdco, pursuant to a Transaction Agreement dated May 24, 2021 (the "Transaction Agreement) in which Holdco would acquire the Issuer (the "Acquisition") by means of a scheme of arrangement (the "Scheme") under Irish law for a per share consideration of 0.7840 newly issued shares of Holdco common stock, and cash in lieu of fractions thereof, plus one contingent value right worth up to an additional $1.00 payable in cash, Holdco common stock or a combination thereof at Holdco's sole election. Pursuant to the Transaction Agreement, the Issuer's outstanding warrants were treated as follows: (i) each outstanding and unexercised Strongbridge Private Placement Warrant was assumed by Holdco such that the applicable holders will have the right to subscribe for Holdco Shares, |
(2) | (continued from Footnote 1) in accordance with certain terms of the Strongbridge Private Placement Warrant, (ii) each outstanding and unexercised Strongbridge Assumed Warrant was assumed by Holdco such that, upon exercise, the applicable holders will have the right to have delivered to them the Reference Property, in accordance with certain terms of the Strongbridge Assumed Warrants (each defined in the Transaction Agreement). Effective as of October 5, 2021, Holdco completed the Acquisition pursuant to the Scheme. The foregoing description of the Transaction Agreement is qualified in its entirety by reference to the Transaction Agreement, which is filed as Exhibit 2.1 to the Form 8-K filed by the Issuer on May 24, 2021, and is incorporated by reference herein. |
(3) | These shares represent (a) 7,529,834 Ordinary Shares that were owned directly by CDK Associates, LLC, which is a reporting person, and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation; and (b) 530,848 Ordinary Shares that were beneficially owned by employees of an affiliate of Caxton Corporation and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation. |
(4) | These securities represent (a) 2,100,000 Warrants that were owned directly by CDK Associates, LLC, which is a reporting person, and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation; and (b) 120,000 Warrants that were beneficially owned by employees of an affiliate of Caxton Corporation and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation. |
Remarks: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CDK ASSOCIATES, L.L.C. C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BLDG. 2, SUITE 500 PRINCETON, NJ 08540 |
| X |
|
|
CAXTON CORP 731 ALEXANDER ROAD BUILDING 2, SUITE 500 PRINCETON, NJ 08540 |
| X |
|
|
Kovner Bruce C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BLDG. 2, SUITE 500 PRINCETON, NJ 08540 |
| X |
|
|
Signatures
|
CDK Associates, L.L.C., By: Caxton Corporation, its Manager,By: /s/ Heath Weisberg, General Counsel | | 1/5/2022 |
**Signature of Reporting Person | Date |
Caxton Corporation, By: /s/ Heath Weisberg, General Counsel | | 1/5/2022 |
**Signature of Reporting Person | Date |
Bruce Kovner, By: /s/ Heath Weisberg, Attorney-in-Fact | | 1/5/2022 |
**Signature of Reporting Person | Date |
Strongbridge Biopharma (NASDAQ:SBBP)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Strongbridge Biopharma (NASDAQ:SBBP)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
Strongbridge Biopharma PLC (나스닥)의 실시간 뉴스: 최근 기사 0
More Strongbridge Biopharma Plc News Articles