SEC Form SC 13G/A filed by Esperion Therapeutics Inc. (Amendment)
*
|
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.
|
|
|
|
|
|
|
|
||
1
|
|
NAMES OF REPORTING PERSONS
Two Seas Capital LP
|
||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
||||||
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
7,686,120
|
||||||
6
|
SHARED VOTING POWER
0
|
|||||||
7
|
SOLE DISPOSITIVE POWER
7,686,120
|
|||||||
8
|
SHARED DISPOSITIVE POWER
0
|
|||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,686,120
|
||||||
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%*
|
||||||
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
||||||
*
|
Based on 113,717,785 shares of Common Stock, par value $0.001 per share (“Common Stock”), of Esperion Therapeutics, Inc. (the “Issuer”) outstanding as of November 1, 2023, as disclosed in the Issuer’s Form 10-Q filed
with the Securities and Exchange Commission (“SEC”) on November 7, 2023.
|
|
|
|
|
|
|
|
||
1
|
|
NAMES OF REPORTING PERSONS
Two Seas Capital GP LLC
|
||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
||||||
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
7,686,120
|
||||||
6
|
SHARED VOTING POWER
0
|
|||||||
7
|
SOLE DISPOSITIVE POWER
7,686,120
|
|||||||
8
|
SHARED DISPOSITIVE POWER
0
|
|||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,686,120
|
||||||
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%*
|
||||||
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, HC
|
*
|
Based on 113,717,785 shares of Common Stock of the Issuer outstanding as of November 1 2023, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2023.
|
|
|
|
|
|
|
|
||
1
|
|
NAMES OF REPORTING PERSONS
Sina Toussi
|
||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
||||||
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
7,686,120
|
||||||
6
|
SHARED VOTING POWER
0
|
|||||||
7
|
SOLE DISPOSITIVE POWER
7,686,120
|
|||||||
8
|
SHARED DISPOSITIVE POWER
0
|
|||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,686,120
|
||||||
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%*
|
||||||
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
*
|
Based on 113,717,785 shares of Common Stock of the Issuer outstanding as of November 1, 2023, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2023.
|
Item 1(a)
|
Name of Issuer:
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a)
|
Name of Person Filing:
|
|
i)
|
Two Seas Capital LP (“TSC”);
|
|
|
|
|
ii)
|
Two Seas Capital GP LLC (“TSC GP”); and
|
|
|
|
|
iii)
|
Sina Toussi.
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence:
|
Item 2(c)
|
Citizenship:
|
|
i)
|
Two Seas Capital LP is a Delaware limited partnership;
|
|
|
|
|
ii)
|
Two Seas Capital GP LLC is a Delaware limited liability company; and
|
|
|
|
|
iii)
|
Sina Toussi is a United States citizen.
|
Item 2(d)
|
Title of Class of Securities:
|
Item 2(e)
|
CUSIP No.:
|
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:
|
|
|
|
|
|
(a)
|
|
☐
|
|
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
|
|
|
|
||
(b)
|
|
☐
|
|
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
|
|
||
(c)
|
|
☐
|
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
|
|
||
(d)
|
|
☐
|
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
||
(e)
|
|
☒
|
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
||
(f)
|
|
☐
|
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
||
(g)
|
|
☒
|
|
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 (12 U.S.C.1813);
|
|
|
|
||
(i)
|
|
☐
|
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
||
(j)
|
|
☐
|
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
||
(k)
|
|
☐
|
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.
|
Item 4
|
Ownership:
|
(a)
|
Amount beneficially owned:
|
(b)
|
Percent of class:
|
(c)
|
Number of shares as to which TSC has:
|
Item 5
|
Ownership of Five Percent or Less of a Class:
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person:
|
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:
|
Item 9
|
Notice of Dissolution of Group:
|
Item 10
|
Certification:
|
|
|
|
|
|
|
|
Dated: February 14, 2024
|
|
|
|
|
|
Two Seas Capital LP
|
|
|
|
|
|||
|
|
|
|
|
|
By Two Seas Capital GP LLC, its General Partner LP
|
|
|
|
|
|||
|
|
|
|
|
|
By: /s/ Sina Toussi
|
|
|
|
|
|
|
Sina Toussi
|
|
|
|
|
|
|
Managing Member
|
|
|
|
|
|||
Dated: February 14, 2024
|
|
|
|
|
|
Two Seas Capital GP LLC
|
|
|
|
|
|||
|
|
|
|
|
|
By: /s/ Sina Toussi
|
|
|
|
|
|
|
Sina Toussi
|
|
|
|
|
|
|
Managing Member
|
|
|
|
|
|||
Dated: February 14, 2024
|
|
|
|
|
|
Sina Toussi
|
|
|
|
|
|||
|
|
|
|
|
|
By: /s/ Sina Toussi
|