SEC Form 4: Cdk Associates, L.L.C. disposed of 8,060,682 units of Ordinary Shares
$SBBP
Major Pharmaceuticals
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Strongbridge Biopharma plc [ SBBP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/05/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 10/05/2021 | J(1)(2) | 8,060,682 | D | (1)(2) | 0 | D(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | 10/05/2021 | J(1)(2) | 2,220,000 | 06/28/2017 | 06/28/2022 | Ordinary Shares, $0.01 par value | 2,220,000 | (1)(2) | 0 | D(4) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. |
| CDK Associates, L.L.C., By: Caxton Corporation, its Manager,By: /s/ Heath Weisberg, General Counsel | 01/05/2022 | |
| Caxton Corporation, By: /s/ Heath Weisberg, General Counsel | 01/05/2022 | |
| Bruce Kovner, By: /s/ Heath Weisberg, Attorney-in-Fact | 01/05/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||