0000909518-12-000257.txt : 20120810 0000909518-12-000257.hdr.sgml : 20120810 20120810152705 ACCESSION NUMBER: 0000909518-12-000257 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120810 DATE AS OF CHANGE: 20120810 GROUP MEMBERS: LB I GROUP INC. GROUP MEMBERS: LEHMAN ALI INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LPATH, INC CENTRAL INDEX KEY: 0001251769 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 161630142 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81182 FILM NUMBER: 121024431 BUSINESS ADDRESS: STREET 1: 4025 SORRENTO VALLEY BLVD. CITY: SAN DIEGO STATE: CA ZIP: 92121-1404 BUSINESS PHONE: 858-678-0800 MAIL ADDRESS: STREET 1: 4025 SORRENTO VALLEY BLVD. CITY: SAN DIEGO STATE: CA ZIP: 92121-1404 FORMER COMPANY: FORMER CONFORMED NAME: LPATH INC DATE OF NAME CHANGE: 20051202 FORMER COMPANY: FORMER CONFORMED NAME: NEIGHBORHOOD CONNECTIONS INC DATE OF NAME CHANGE: 20040323 FORMER COMPANY: FORMER CONFORMED NAME: JCG INC DATE OF NAME CHANGE: 20030702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC. PLAN TRUST CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 306315144 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1271 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 646 285-9000 MAIL ADDRESS: STREET 1: 1271 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC DATE OF NAME CHANGE: 19930917 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 mm08-1012lpath_sc13da3.htm AMENDMENT NO.3 mm08-1012lpath_sc13da3.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
 
LPath Inc.
(Name of Issuer)
 
 
Class A Common Stock
$.001 par value
(Title of Class of Securities)
 
 
 548910108
(CUSIP Number)
 
William J. Fox
Executive Vice President and Chief Financial Officer
Lehman Brothers Holdings Inc.
1271 Avenue of the Americas
New York, NY 10020
(646) 285-9000
 
Copies to:
 
Michael E. Lubowitz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
 
June 22, 2012
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*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 disclosures provided in a prior cover page.
 
The information required on 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.
548910108
  
   
1.
NAME OF REPORTING PERSONS
   
 
Lehman Brothers Holdings Inc.
   
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) [_]
(b) [_]
   
3.
SEC USE ONLY
   
   
   
4.
SOURCE OF FUNDS
   
 
N/A
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
7.
SOLE VOTING POWER
   
 
1,447,293 (1)
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
1,447,293  (1)
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
   
 
1,447,293 (1)
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.0% (2)
   
 
 
 
 
2
 
 
 
 
14.
TYPE OF REPORTING PERSON
   
 
HC/CO
   
________________
(1)
Other than the shares of Class A Common Stock, $0.001 par value per share (the “Common Stock”), of LPath Inc. (the “Issuer”) owned by LB I Group Inc. as reported herein, Lehman Brothers Holdings Inc. (“Holdings”) is unable to confirm whether or not it is the beneficial owner of any additional shares of Common Stock that may or may not be actually owned by any of Holdings’ other affiliates.  On September 15, 2008, Holdings, and at later dates a number of its affiliates, filed voluntary petitions for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in a jointly administered proceeding captioned In re Lehman Brothers Holdings Inc., et. al. under Case No. 08-13555.  On September 19, 2008, the Securities Investor Protection Corporation under the Securities Investor Protection Act of 1970, as amended (“SIPA”) commenced a proceeding against Lehman Brothers Inc. (“LBI”) in the United States District Court for the Southern District of New York (the “District Court”) in the case captioned Securities Investors Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-8119 (GEL).  On September 19, 2008, the District Court entered the Order Commencing Liquidation (“LBI Liquidation Order”) pursuant to the provisions of SIPA.  The LBI Liquidation Order provided, among other things, the appointment of James W. Giddens as trustee for the SIPA liquidation of LBI and removed the proceeding to the Bankruptcy Court under Case No. 08-1420 (JMP) SIPA.
 
Holdings is unable to provide information on its beneficial ownership, if any, of the Common Stock (other than the shares of Common Stock owned by LB I Group Inc. reported herein) primarily due to (1) the commencement of various administrative or civil rehabilitation proceedings of subsidiaries comprising significant parts of Holdings’ European and Asian businesses, which have resulted in significant portions of Holdings’ securities trading records and systems being unavailable to, and non-accessible by, Holdings, and (2) the sale since September 15, 2008 of significant businesses comprising Holdings’ historical business (the “Sale”).  As a result of the Sale, and actions taken by certain creditors with respect to securities that had been pledged by Holdings, or its affiliates, as collateral to those creditors, Holdings cannot compile an accurate accounting of securities held.
 
(2)  
Based on 73,720,944 shares of Common Stock outstanding as of May 9, 2012.
 
 
 
 
 
 

 
3
 



CUSIP No.
548910108
  
   
1.
NAME OF REPORTING PERSONS
   
 
Lehman ALI Inc.
   
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) [_]
(b) [­_]
   
3.
SEC USE ONLY
   
   
   
4.
SOURCE OF FUNDS
   
 
N/A
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
7.
SOLE VOTING POWER
   
 
1,447,293
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
1,447,293
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
   
 
1,447,293
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.0% (1)
   
 
 
 
 
4
 
 
 
 
14.
TYPE OF REPORTING PERSON
   
 
CO
   
________________
(1)  
Based on 73,720,944 shares of Common Stock outstanding as of May 9, 2012.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
5
 


CUSIP No.
548910108
  
   
1.
NAME OF REPORTING PERSONS
   
 
LB I Group Inc.
   
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) [_]
(b) [_]
   
3.
SEC USE ONLY
   
   
   
4.
SOURCE OF FUNDS
   
 
N/A
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
7.
SOLE VOTING POWER
   
 
1,447,293
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
1,447,293
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
   
 
1,447,293
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.0%(1)
   
 
 
 
 
6
 
 
 
 
14.
TYPE OF REPORTING PERSON
   
 
CO
   
________________
(1)  
Based on 73,720,944 shares of Common Stock outstanding as of May 9, 2012.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 


 
7
 

This Amendment No. 3 (“Amendment No. 3”) amends the Schedule 13D filed initially on April 16, 2007 (the “Original 13D”), with respect to the Class A common stock, par value $0.001 per share (the “Common Stock”) of LPath Inc., a Nevada corporation (the “Issuer”), as amended by Amendment No. 1 thereto filed on June 14, 2007 (“Amendment No. 1”) and Amendment No. 2 thereto filed on August 18, 2008 (“Amendment No. 2,” and together with the Original 13D and Amendment No. 1, the “Schedule 13D Filing”).

Item 2.
Identity and Background
  
     
 
Item 2 of the Schedule 13D Filing is hereby supplemented as follows:
 
On September 19, 2008, the Securities Investor Protection Corporation under the Securities Investor Protection Act, as amended (“SIPA”) commenced a proceeding against Lehman Brothers Inc., a Delaware corporation (“LBI”), in the United States District Court for the Southern District of New York (the “District Court”) in the case captioned Securities Investors Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-8119 (GEL). On September 19, 2008, the District Court entered the Order commencing Liquidation (the “LBI Liquidation Order”) pursuant to the provisions of SIPA. The LBI Liquidation order provided, among other things, the appointment of James W. Giddens as trustee for the SIPA liquidation and removed the proceeding to the Bankruptcy Court under Case No. 08-1420 (JMP) SIPA. As a result, LBI ceased to be an affiliate of Lehman Brothers Holdings Inc., a Delaware corporation (“Holdings”), and Holdings could no longer be deemed to be the beneficial owner of any shares of the Issuer’s Common Stock that may or may not be owned by LBI.  In addition, on September 19, 2008, LBI transferred its entire ownership interest in LB I Group Inc., a Delaware corporation (“LB I Group”), to Lehman ALI Inc., a Delaware corporation (“ALI”). Therefore, LBI ceased to be a Reporting Person, and ALI became a Reporting Person and, together with Holdings and LB I Group, are the “Reporting Persons”.
 
  
     
Item 4.
Purpose of Transaction.
  
     
 
Item 5(c) of this Amendment No. 3 is incorporated herein by reference.
  
     
Item 5.
Interest in Securities of the Issuer.
   
 
Item 5 of the Schedule 13D Filing is hereby supplemented as follows:
 
 
(a)  Items 11 and 13 of the cover page for each Reporting Person are incorporated by reference herein.  As of August 10, 2012, the Reporting Persons beneficially owned in the aggregate 1,447,293 shares of Common Stock, representing approximately 2.0% of the Common Stock outstanding, based on 73,720,944 shares of Common Stock outstanding as of May 9, 2012.
 
(b)  Items 7 through 10 of the cover page for each Reporting Person are incorporated herein by reference.
 
(c) The Reporting Persons have not effected any transactions within the 60 days preceding the date of filing this Amendment No. 3, except that LB I Group sold shares of Common Stock on the dates, in the amounts and at the prices set forth below, which were effected in broker transactions on exchanges.
 
 
Date
  
Shares
    
Price ($)
  
 
6/22/2012
     88,500       0.8252  
 
6/25/2012
     61,700       0.7794  
 
6/26/2012
     34,649       0.7629  
 
6/27/2012
     32,500       0.7592  
 
6/28/2012
     73,500       0.7507  
 
6/29/2012
     31,000       0.751  
 
7/2/2012
     52,211       0.7534  

 
8
 

 
   Date    
Shares
      
Price
  
 
7/3/2012
     10,211       0.75  
 
7/5/2012
     45,400       0.75  
 
7/6/2012
     18,900       0.7626  
 
7/9/2012
     111,099       0.7852  
 
7/10/2012
     83,500       0.791  
 
7/11/2012
     65,000       0.7747  
 
7/12/2012
     105,000       0.7685  
 
7/13/2012
     30,000       0.7519  
 
7/16/2012
     40,000       0.773  
 
7/17/2012
     100,000       0.795  
 
7/18/2012
     85,000       0.8114  
 
7/19/2012
     150,000       0.8275  
 
7/20/2012
     69,048       0.8531  
 
7/23/2012
     121,500       0.8822  
 
7/24/2012
     105,000       0.8888  
 
7/25/2012
     33,050       0.8576  
 
7/26/2012
     59,000       0.8464  
 
7/27/2012
     60,000       0.8738  
 
7/30/2012
     80,000       0.9013  
 
7/31/2012
     124,043       0.9232  
 
8/1/2012
     56,900       0.9304  
 
8/2/2012
     50,000       0.91  
 
8/3/2012
     52,600       0.8991  
 
8/6/2012
     32,212       0.8854  
 
8/7/2012
     20,000       0.88  
 
8/8/2012
     42,825       0.89  
 
8/9/2012
     63,570       0.8706  
 
 
(d)  None of the Reporting Persons know of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons.
 
(e)  On June 22, 2012, the Reporting Persons ceased to be beneficial owners of more than 5% of the outstanding Common Stock.
 
   
Item 7.
 
 Material to be Filed as Exhibits.  
Exhibit 5 Joint Filing Agreement of the Reporting Persons dated August 10, 2012.  
     
 
 
 

 
 
9
 

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.
 
 

  August 10, 2012  
  (Date)  
     
     
 
LEHMAN BROTHERS HOLDINGS INC.
  
       
 
By:
     /s/  William Fox  
    Name:
William Fox
  
    Title:
Executive Vice President and Chief
Financial Officer 
  
 
 
 
LEHMAN ALI INC.
  
 
 
By:
     /s/  William Fox  
    Name:
William Fox
  
    Title:
Executive Vice President and Chief
Financial Officer 
  
 

 
LB I GROUP INC.
  
 
 
By:
     /s/  William Fox  
    Name:
William Fox
  
    Title:
Executive Vice President and Chief
Financial Officer 
  
 
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 
 
 
 
10
 EX-99 2 mm08-1012lpath_sc13da3ex5.htm EX. 5 - JOINT FILING AGREEMENT mm08-1012lpath_sc13da3ex5.htm
Exhibit 5

Schedule 13D Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree as follows:

(i)  The undersigned are individually eligible to use the Schedule 13D to which this joint filing agreement (this “Agreement”) is attached and such Schedule 13D is filed on behalf of each of the undersigned; and

(ii)  The undersigned are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned is responsible for the completeness or accuracy of the information statement concerning any other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

Dated:  August 10, 2012

LEHMAN BROTHERS HOLDINGS INC.
  
     
By:
     /s/  William Fox  
  Name:
William Fox
  
  Title:
Executive Vice President and Chief
Financial Officer 
  
 
 
LEHMAN ALI INC.
  
 
By:
     /s/  William Fox  
  Name:
William Fox
  
  Title:
Executive Vice President and Chief
Financial Officer 
  
 

LB I GROUP INC.
  
 
By:
     /s/  William Fox  
  Name:
William Fox
  
  Title:
Executive Vice President and Chief
Financial Officer