Amendment: SEC Form SC 13G/A filed by Longboard Pharmaceuticals Inc.
Longboard Pharmaceuticals, Inc.
|
(Name of Issuer)
|
Voting Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
54300N103
|
(Cusip Number)
|
September 30, 2024
|
(Date of Event which Requires Filing of this Statement)
|
☐
|
Rule 13d-1(b)
|
☒
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
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CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Zone II Healthcare Holdings, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
116,501 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
116,501 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,501 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
493,656
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
493,656
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
493,656
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
503,394
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
503,394
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,394
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
159,618
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
159,618
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,618
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
72,164
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
72,164
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,164
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
102,840
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
102,840
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,840
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
889,195
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
889,195
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
889,195
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
245,513
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
245,513
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,513
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
56,094
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
56,094
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,094
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Healthcare Partners Master, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
817,088 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
817,088 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,088 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Management, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
116,501 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
116,501 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,501 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,094,049
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,094,049
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,094,049
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
102,840
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
102,840
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,840
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
245,513
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
245,513
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,513
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Healthcare Partners (GP), L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
817,088 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
817,088 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,088 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 54300N103
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 3,150,857 Shares (as
defined in Item 2), and hold Non-Voting Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 4,609,500 Shares. Due to exercise
limitations applicable to the Non-Voting Shares, as of the date of this filing the reporting persons have the right to convert Non-Voting Shares into up to an aggregate of 305,206 Shares. Accordingly, as of the date of this filing the
aggregate Shares and Non-Voting Shares held by the reporting persons represent beneficial ownership of 9.99% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,456,063 1
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
3,456,063 1
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,063 1
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% 1
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(i)
|
Zone II Healthcare Holdings, LLC, a Delaware limited liability company (“ZIIHH LLC”), with respect to the Shares it has the right to acquire upon the conversion of Non-Voting Shares.
|
(ii)
|
Farallon Capital Partners, L.P., a
California limited partnership (“FCP”), with
respect to the Shares held by it;
|
(iii)
|
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;
|
(iv)
|
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;
|
(v)
|
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;
|
(vi)
|
Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it;
|
(vii)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;
|
(viii)
|
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it;
|
(ix)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it; and
|
(x)
|
Farallon Healthcare Partners Master, L.P., a Cayman Islands exempted limited partnership (“FHPM”), with respect to the Shares held by it and the Shares it has the right to acquire upon the conversion of Non-Voting Shares.
|
(xi)
|
Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), which is the manager of ZIIHH LLC, with respect to the Shares ZIIHH LLC has the right to acquire upon the conversion of Non-Voting Shares.
|
(xii)
|
Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of each of the FCIP V General Partner (as defined below) and
the FHPM General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI and the Shares FHPM has the right to
acquire upon the conversion of Non-Voting Shares.
|
(xiii)
|
Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.
|
(xiv)
|
Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI
General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI.
|
(xv)
|
Farallon Healthcare Partners (GP), L.L.C., a Delaware limited liability company (the “FHPM General Partner”), which is the general partner of FHPM, with respect to the Shares held by FHPM and the Shares FHPM has the right to acquire upon the conversion of Non-Voting Shares.
|
(xvi)
|
The following persons, each of whom is a
managing member or senior managing member, as the case may be, of the Management Company and the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, with respect to the Shares held by the Farallon Funds and the Shares ZIIHH LLC and FHPM have the
right to acquire upon the conversion of Non-Voting Shares: Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”); William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).
|
Item 3. |
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or
(c), Check Whether the Person Filing Is an Entity Specified in (a) - (k):
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person
|
Item 8. |
Identification and Classification of Members of the Group
|
/s/ Hannah E. Dunn
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
On its own behalf and
|
|
As the Manager of
|
|
ZONE II HEALTHCARE HOLDINGS, LLC
|
|
By Hannah E. Dunn, Managing Member
|
|
/s/ Hannah E. Dunn
|
|
FARALLON PARTNERS, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P., and
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
By Hannah E. Dunn, Managing Member
|
|
/s/ Hannah E. Dunn
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
By Hannah E. Dunn, Manager
|
|
/s/ Hannah E. Dunn
|
|
FARALLON F5 (GP), L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
By Hannah E. Dunn, Manager
|
|
/s/ Hannah E. Dunn
|
|
FARALLON HEALTHCARE PARTNERS (GP), L.L.C.
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON HEALTHCARE PARTNERS MASTER, L.P.
|
|
By Hannah E. Dunn, Manager
|
|
/s/ Hannah E. Dunn
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque,
David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
/s/ Hannah E. Dunn
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.,
|
|
On its own behalf and
|
|
As the Manager of
|
|
ZONE II HEALTHCARE HOLDINGS, LLC
|
|
By Hannah E. Dunn, Managing Member
|
|
/s/ Hannah E. Dunn
|
|
FARALLON PARTNERS, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P., and
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
By Hannah E. Dunn, Managing Member
|
|
/s/ Hannah E. Dunn
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
By Hannah E. Dunn, Manager
|
|
/s/ Hannah E. Dunn
|
|
FARALLON F5 (GP), L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
By Hannah E. Dunn, Manager
|
|
/s/ Hannah E. Dunn
|
|
FARALLON HEALTHCARE PARTNERS (GP), L.L.C.
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON HEALTHCARE PARTNERS MASTER, L.P.
|
|
By Hannah E. Dunn, Manager
|
|
/s/ Hannah E. Dunn
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque,
David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|