0001214659-11-003136.txt : 20110916 0001214659-11-003136.hdr.sgml : 20110916 20110916093031 ACCESSION NUMBER: 0001214659-11-003136 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110916 DATE AS OF CHANGE: 20110916 GROUP MEMBERS: KEVIN C. TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIMER PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001142576 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330830300 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82752 FILM NUMBER: 111094000 BUSINESS ADDRESS: STREET 1: 10110 SORRENTO VALLEY ROAD STREET 2: SUITE C CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8589090736 MAIL ADDRESS: STREET 1: 10110 SORRENTO VALLEY ROAD STREET 2: SUITE C CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANG CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001191935 IRS NUMBER: 680517277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4401 EASTGATGE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582003830 MAIL ADDRESS: STREET 1: 4401 EASTGATE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G 1 c915110sc13g.htm c915110sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(Amendment No.  )*

 
Optimer Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
68401H104
(CUSIP Number)
 
 
 
September 13, 2011
(Date of Event Which Requires Filing of This Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o           Rule 13d-1(b)
 
ý           Rule 13d-1(c)
 
o           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).
 
 
 
 
 
CUSIP No.  68401H104
 
13G
Page 2 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TANG CAPITAL PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ý
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
2,400,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,400,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
12
TYPE OF REPORTING PERSON
PN

 
 
 
 
CUSIP No.  68401H104
 
13G
Page 3 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TANG CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ý
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
2,400,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,400,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
12
TYPE OF REPORTING PERSON
OO

 
 
 
 
CUSIP No.  68401H104
 
13G
Page 4 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
KEVIN C. TANG
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ý
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
2,400,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,400,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
12
TYPE OF REPORTING PERSON
IN
 
 
 
 

Item 1(a).
  
Name of Issuer:
     
   
Optimer Pharmaceuticals, Inc. (the “Issuer”)
     
Item 1(b).
  
Address of Issuer’s Principal Executive Offices:
     
   
10110 Sorrento Valley Road, Suite C, San Diego, CA 92121
     
Item 2(a).
  
Name of Person Filing:
     
   
This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management (Tang Capital Partners, Tang Capital Management and Kevin C. Tang shall hereinafter be referred to as the “Reporting Persons”).
     
Item 2(b).
  
Address of Principal Business Office or, if none, Residence:
     
   
4401 Eastgate Mall, San Diego, CA 92121
     
Item 2(c).
  
Citizenship:
     
   
Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang 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:  68401H104
     

Item 3.
Not applicable.
   
Item 4.
Ownership.
 
 
(a)
Amount Beneficially Owned:
     
   
Tang Capital Partners.  Tang Capital Partners is the beneficial owner of 2,400,000 shares of Common Stock.
     
   
Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the 2,400,000 shares of Common Stock beneficially owned by Tang Capital Partners. Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin C. Tang.
     
   
Kevin C. Tang.  Kevin C. Tang may be deemed to beneficially own the 2,400,000 shares of Common Stock beneficially owned by Tang Capital Partners. Mr. Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.
 
 
 
 

 
(b)
Percent of Class:
    
         
   
Tang Capital Partners
5.2%
  
   
Tang Capital Management
5.2%
  
   
Kevin C. Tang
5.2%
  
         
 
(c)
Number of shares as to which such person has:
    
 
 
(i)
sole power to vote or to direct the vote:
    
         
   
Tang Capital Partners
0 shares
  
   
Tang Capital Management
0 shares
  
   
Kevin C. Tang
0 shares
  
         
 
(ii)
shared power to vote or to direct the vote:
    
         
   
Tang Capital Partners
2,400,000 shares
  
   
Tang Capital Management
2,400,000 shares
  
   
Kevin C. Tang
2,400,000 shares
  
         
 
(iii)
sole power to dispose or to direct the disposition of:
    
         
   
Tang Capital Partners
0 shares
  
   
Tang Capital Management
0 shares
  
   
Kevin C. Tang
0 shares
  
         
 
(iv)
shared power to dispose or to direct the disposition of:
    
         
   
Tang Capital Partners
2,400,000 shares
  
   
Tang Capital Management
2,400,000 shares
  
   
Kevin C. Tang
2,400,000 shares
  
 
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 person has 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.
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable.
 
 
 
 
 
Item 10.
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
 
 
 
 
 
 
 
 
 
 
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.
 

Date: 
September 16, 2011
    
     
     
TANG CAPITAL PARTNERS, LP
  
     
By:
Tang Capital Management, LLC, its General Partner
  
     
     
By:
/s/ Kevin C. Tang
  
 
Kevin C. Tang, Manager
  
     
     
TANG CAPITAL MANAGEMENT, LLC
  
     
     
By:
/s/ Kevin C. Tang
  
 
Kevin C. Tang, Manager
  
     
     
/s/ Kevin C. Tang
  
Kevin C. Tang
  
 
 
 
 
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm
Exhibit 99.1
 
 
JOINT FILING AGREEMENT
 
     In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Optimer Pharmaceuticals, Inc. and further agree to the filing of this agreement as an exhibit thereto.  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
 
       
Date: September 16, 2011
TANG CAPITAL PARTNERS, LP
 
  
 
By:  
Tang Capital Management, LLC  
  
 
Its:  
General Partner 
  
     
 
By:  
/s/ Kevin C. Tang
  
   
Name:  
Kevin C. Tang 
  
   
Title:  
Manager 
  
 
 
TANG CAPITAL MANAGEMENT, LLC
 
  
 
By:  
/s/ Kevin C. Tang
  
   
Name:  
Kevin C. Tang 
  
   
Title:  
Manager 
  
     
 
/s/ Kevin C. Tang
  
 
Name:   
Kevin C. Tang