UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TAIWAN LIPOSOME COMPANY, LTD.
(Name of Issuer)
Common Shares, par value NT$10 per share
(Title of Class of Securities)
8740381021
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
1 This CUSIP number applies to the Issuer’s American Depository Shares (“ADSs”).
Each one ADS represents two Common Shares.
| SCHEDULE 13G |
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| CUSIP No. 874038102 |
Page 2 of 9 Pages |
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1
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NAMES OF REPORTING PERSONS
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KARST PEAK CAPITAL LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Hong Kong
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,295,642
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,295,642
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,295,642
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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FI
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| SCHEDULE 13G |
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| CUSIP No. 874038102 |
Page 3 of 9 Pages |
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1
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NAMES OF REPORTING PERSONS
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ADAM GREGORY LEITZES
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,295,642
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,295,642
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,295,642
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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| SCHEDULE 13G |
| Page 4 of 9 Pages |
Item 1(a). Name of Issuer:
Taiwan Liposome Company, Ltd. (the “Issuer”), a foreign private issuer as defined in Rule 3b-4 of the Act, according to the Issuer’s
prospectus on Form 424B4, filed November 26, 2018.
Item 1(b). Address of Issuer’s Principal Executive Offices:
11F-1, No. 3 Yuanqu Street, Nangang District, Taipei City, Taiwan 11503
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i) Karst Peak Capital Limited (“Karst Peak Capital”); and
ii) Adam Gregory Leitzes (“Mr. Leitzes”).
This Statement relates to Shares (as defined herein) held for the accounts of Karst Peak Select Master Fund, a Cayman Islands entity (the “Select Fund”) and Vermilion Peak Master Fund, a Cayman
Islands entity (the “Vermilion Fund”). Karst Peak Capital serves as investment manager to each of the Select Fund and the Vermilion Fund. Mr. Leitzes is Chief Investment Officer, Director, and sole owner of Karst Peak Capital. In such
capacities, Karst Peak Capital and Mr. Leitzes may be deemed to have voting and dispositive power over the Shares held for the accounts of the Select Fund, and the Vermilion Fund.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons is H Code, High Block 8th Floor, Suite E, 45 Pottinger Street, Hong Kong.
Item 2(c). Citizenship:
i) Karst Peak Capital is a company incorporated in Hong Kong with limited liability; and
ii) Mr. Leitzes is a United States citizen.
Item 2(d). Title of Class of Securities:
Common shares, par value NT$10 per share (the “Shares”)
Item 2(e). CUSIP Number:
874038102 (This CUSIP number applies to the Issuer’s ADSs)
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(j) [X] A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J).
If filing in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the
type of institution: § 240.13d-1(b)(1)(ii)(E) (investment adviser)
| SCHEDULE 13G |
| Page 5 of 9 Pages |
Item 4. Ownership:
Item 4(a). Amount Beneficially Owned:
As of December 31, 2020, each of the Reporting Persons may be deemed the beneficial owner of 1,295,642 Shares. This amount includes: (i) 961,642 Shares held for the account of Select Fund; and (ii)
334,000 Shares held for the account of Vermillion Fund.
Item 4(b). Percent of Class:
As of December 31, 2020, each of the Reporting Persons may be deemed the beneficial owner of approximately 1.7% of Shares outstanding. (There are 74,193,934 Shares outstanding as of December 31, 2019 according to the Issuer’s Form 20-F filed on March 10, 2020).
Item 4(c). Number of Shares as to which such person has:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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1,295,642
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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1,295,642
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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 owners 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:
This Item 6 is 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:
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See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
| SCHEDULE 13G |
| Page 6 of 9 Pages |
Item 10. Certification:
By signing below I certify that, to the best of my 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,
other than activities solely in connection with a nomination under §240.14a-11.
By signing below I further certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Karst Peak Capital Limited, registered with the Securities & Futures
Commission of Hong Kong as a Type 9 (asset management) licensed corporation, is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution listed in Rule 13d-1(b)(1)(ii)(E). I also undertake to
furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
| SCHEDULE 13G |
| Page 7 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Karst Peak Capital Limited |
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By:
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/s/ Adam Gregory Leitzes |
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| Name: |
Adam Gregory Leitzes |
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| Title: |
Chief Investment Officer and Director |
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| Adam Gregory Leitzes |
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/s/ Adam Gregory Leitzes |
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February 16, 2021
| SCHEDULE 13G |
| Page 8 of 9 Pages |
EXHIBIT INDEX
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Ex.
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Page No.
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| A |
Joint Filing Agreement |
9 |
| SCHEDULE 13G |
| Page 9 of 9 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the common shares, par value NT$10 per share, of Taiwan Liposome Company, Ltd. dated as of February 16, 2021 is, and
any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended.
| Karst Peak Capital Limited |
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By:
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/s/ Adam Gregory Leitzes |
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| Name: |
Adam Gregory Leitzes |
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| Title: |
Chief Investment Officer and Director |
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| Adam Gregory Leitzes |
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/s/ Adam Gregory Leitzes |
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February 16, 2021