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    Amendment: SEC Form SC 13G/A filed by Marinus Pharmaceuticals Inc.

    11/14/24 9:34:15 AM ET
    $MRNS
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $MRNS alert in real time by email
    SC 13G/A 1 p24-3031sc13ga.htm MARINUS PHARMACEUTICALS, INC.

     

    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    SCHEDULE 13G/A
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 5)*
     

    Marinus Pharmaceuticals, Inc.

    (Name of Issuer)
     

    Common Stock, par value $0.001 per share

    (Title of Class of Securities)
     

    56854Q200

    (CUSIP Number)
     

    September 30, 2024

    (Date of Event Which Requires Filing of This Statement)
     
     
    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
     
    þ Rule 13d-1(b)
    ¨ Rule 13d-1(c)
    ¨ Rule 13d-1(d)
     
    (Page 1 of 7 Pages)

     

    ______________________________

    *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 in the remainder of this cover page shall not be deemed to be “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. 56854Q20013G/APage 2 of 7 Pages

     

    1

    NAME OF REPORTING PERSON

    Avoro Capital Advisors LLC

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) þ

    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

    0

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

    12

    TYPE OF REPORTING PERSON

    OO, IA

             

     

     

     

    CUSIP No. 56854Q20013G/APage 3 of 7 Pages

     

    1

    NAME OF REPORTING PERSON

    Behzad Aghazadeh

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) þ

    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

    0

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    0

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

    12

    TYPE OF REPORTING PERSON

    IN

             

     

     

     

    CUSIP No. 56854Q20013G/APage 4 of 7 Pages

     

    Item 1(a). NAME OF ISSUER
       
      Marinus Pharmaceuticals, Inc. (the “Issuer”)

     

    Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
       
      5 Radnor Corporate Center, Suite 500, 100 Matsonford Rd, Radnor, PA 19087

     

    Item 2(a). NAME OF PERSON FILING
       
      This statement is filed by: (i) Avoro Capital Advisors LLC, a Delaware limited liability company (“Avoro”), which provides investment advisory and management services and has acquired the securities of the Issuer solely for investment purposes on behalf of Avoro Life Sciences Fund LLC, a Delaware limited liability company, and (ii) Behzad Aghazadeh (“Dr. Aghazadeh,” and together with Avoro, the “Reporting Persons”), who serves as the portfolio manager and controlling person of Avoro.
       
      The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the benficial owner of the securities reported herein.

     

    Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
       
      The address of the business office of each of the Reporting Persons is 110 Greene Street, Suite 800, New York, NY 10012.

     

    Item 2(c). CITIZENSHIP
       
      Avoro is a Delaware limited liability company.  Dr. Aghazadeh is a United States citizen.

     

    Item 2(d). TITLE OF CLASS OF SECURITIES
       
      Common Stock, par value $0.001 per share (the “Common Stock”)

     

    Item 2(e). CUSIP NUMBER
       
      56854Q200

     

    Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

     

      (a) ¨ Broker or dealer registered under Section 15 of the Act;
      (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
      (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;

     

    CUSIP No. 56854Q20013G/APage 5 of 7 Pages

     

      (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
      (e) þ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
      (f) ¨

    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

     

      (g) þ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
      (h) ¨

    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

     

      (i) ¨

    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

     

      (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
      (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

     

      If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
      specify the type of institution:  

     

    Item 4. OWNERSHIP
       
      The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page and is incorporated herein by reference.

     

    Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
       
      If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☑

     

    Item 6. OWNERSHIP OF MORE THAN FIVE 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. 56854Q20013G/APage 6 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
       
      Each Reporting Person hereby makes the following certification:
       
      By signing below the Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

     

     

    CUSIP No. 56854Q20013G/APage 7 of 7 Pages

     

    SIGNATURES

    After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    DATE: November 14, 2024

     

    AVORO CAPITAL ADVISORS LLC  
       
       
    /s/ Scott Epstein  
    Name: Scott Epstein  
    Title:

    Chief Financial Officer

    & Chief Compliance Officer

     
       
    /s/ Behzad Aghazadeh  
    BEHZAD AGHAZADEH  

     

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