0000899140-16-001056.txt : 20160203 0000899140-16-001056.hdr.sgml : 20160203 20160203162913 ACCESSION NUMBER: 0000899140-16-001056 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160203 DATE AS OF CHANGE: 20160203 GROUP MEMBERS: FEINBERG FAMILY FOUNDATION GROUP MEMBERS: ORACLE ASSOCIATES, LLC GROUP MEMBERS: ORACLE INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES' RETIREMENT PLA GROUP MEMBERS: ORACLE PARTNERS, L.P. GROUP MEMBERS: ORACLE TEN FUND MASTER, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Transition Therapeutics Inc. CENTRAL INDEX KEY: 0001399250 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83093 FILM NUMBER: 161385233 BUSINESS ADDRESS: STREET 1: 101 COLLEGE STREET STREET 2: SUITE 220 CITY: TORONTO STATE: A6 ZIP: M5G 1L7 BUSINESS PHONE: 416-260-7770 MAIL ADDRESS: STREET 1: 101 COLLEGE STREET STREET 2: SUITE 220 CITY: TORONTO STATE: A6 ZIP: M5G 1L7 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 f16169901.htm SCHEDULE 13G/A, #9
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Amendment No. 9)
 
Under the Securities Exchange Act of 1934
 
Transition Therapeutics, Inc.

(Name of Issuer)
 
Common Shares, no par value

(Title of Class of Securities)
 
893716209

(CUSIP Number)
 
December 31, 2015

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
 
Rule 13d-1(b)
 
 
Rule 13d-1(c)
 
 
Rule 13d-1(d)
 
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 (the “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).

 
 
1

 
 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Larry N. Feinberg
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
 
0
6
 
SHARED VOTING POWER
 
4,243,146
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
4,243,146
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,243,146
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)          ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.82%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
IN
* Calculated based on a total of 39,222,864 shares of common stock outstanding, which is comprised of (i) 38,878,879 shares of common stock outstanding as of November 5, 2015, as reported on the Company’s Report on Form 6-K filed on November 19, 2015 (the “Company’s Form 6-K Report”), and (ii) 343,985 shares of common stock issuable upon exercise of the applicable warrants described in Item 4 herein.
 
 
 
 
 
 
 
2

 
 
 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Partners, L.P.
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
 
0
6
 
SHARED VOTING POWER
 
2,942,103
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
2,942,103
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,942,103
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)          ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.51%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 * Calculated based on a total of 39,171,266 shares of common stock outstanding, which is comprised of (i) 38,878,879 shares of common stock outstanding as of November 7, 2014, as reported on the Company’s Form 6-K Report, and (ii) 292,387 shares of common stock issuable upon exercise of the applicable warrants described in Item 4 herein.
 
 
 
 
 
 
3

 
 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Institutional Partners, L.P.
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
 
0
6
 
SHARED VOTING POWER
 
489,428
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
489,428
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
489,428
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)          ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.26%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
PN
  * Calculated based on a total of 38,930,477 shares of common stock outstanding, which is comprised of (i) 38,878,879 shares of common stock outstanding as of November 5, 2015, as reported on the Company’s Form 6-K Report, and (ii) 51,598 shares of common stock issuable upon exercise of the applicable warrants described in Item 4 herein.
 
 
 
 
 
 
 
4

 
 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Associates, 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
 
0
6
 
SHARED VOTING POWER
 
4,154,546
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
4,154,546
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,154,546
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)          ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.59%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
OO
  * Calculated based on a total of 39,222,864 shares of common stock outstanding, which is comprised of (i) 38,878,879 shares of common stock outstanding as of November 5, 2015, as reported on the Company’s Form 6-K Report, and (ii) 343,985 shares of common stock issuable upon exercise of the applicable warrants described in Item 4 herein.
 
 
 
 
 
 
 
5

 
 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Ten Fund Master, L.P.
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
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
723,015
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
723,015
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
723,015
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)          ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.86%*
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
  * Calculated based on a total of 38,878,879 shares of common stock outstanding as of November 5, 2015, as reported on the Company’s Form 6-K Report. 
 
 
 
 
 
 
 
6

 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Investment Management, Inc. Employees’ Retirement Plan
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
 
Connecticut
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
74,100
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
74,100
 9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
74,100
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
   ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.19%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
EP
  * Calculated based on a total of 38,878,879 shares of common stock outstanding as of November 5, 2015, as reported on the Company’s Form 6-K Report. 
 
 
 
 
 
 
 
 
 
7

 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Investment Management, Inc.
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
 
0
6
 
SHARED VOTING POWER
 
797,115
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
797,115
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
797,115
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)          ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.05%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
  * Calculated based on a total of 38,878,879 shares of common stock outstanding as of November 5, 2015, as reported on the Company’s Form 6-K Report. 
 
 
 
 
 
 
 
 
8

 
 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
The Feinberg Family Foundation
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
 
Connecticut
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
14,500
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
14,500
 9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
14,500
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
   ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.04%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
OO
* Calculated based on a total of 38,878,879 shares of common stock outstanding as of November 5, 2015, as reported on the Company’s Form 6-K Report. 
 
 
 
 
 
 
 
 
9



 
This Amendment No. 9 to Schedule 13G (this “Amendment No. 9”) is being filed with respect to the Common Shares, no par value (“Common Stock”) of Transition Therapeutics, Inc., a Canadian corporation (the “Company”), to amend the Schedule 13G filed on August 28, 2007, as previously amended by Amendment No. 1, filed on February 15, 2008, Amendment No. 2 filed on May 20, 2009, Amendment No. 3 filed on February 2, 2010, Amendment No. 4 filed on February 8, 2011, Amendment No. 5 filed on December 8, 2011, Amendment No. 6 filed on February 12, 2013, Amendment No. 7 filed on February 7, 2014 and Amendment No. 8 filed on January 30, 2015 (as so amended, the “Schedule 13G”), in accordance with annual amendment requirements. Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G.
 
Item 4. Ownership:
 
Item 4 of the Schedule 13G is hereby amended and restated as follows:
 
The percentage of shares owned is based upon 39,222,864 shares of Common Stock outstanding, derived as follows: (i) 38,878,879 shares outstanding as of November 5, 2015, as disclosed by the Company in its Report on Form 6-K filed with the Securities and Exchange Commission on November 19, 2015; plus (ii) warrants for 343,985 shares of Common Stock acquired by certain Reporting Persons in private placements with the Company (comprised of (A) warrants for 51,598 shares acquired by Institutional Partners on June 23, 2014 and (B) warrants for 292,387 shares acquired by Partners on June 23, 2014).

The beneficial ownership of the Reporting Persons as of the date of this Amendment No. 9 is set forth below. This filing and any future amendments hereto shall not be considered an admission that any Reporting Person is a beneficial owner of shares beneficially owned by any other Reporting Person named herein.
 
A. Larry N. Feinberg
(a) Amount beneficially owned: 4,243,146
(b) Percent of class: 10.82%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 4,243,146
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 4,243,146
 
B. Oracle Partners, L.P.
(a) Amount beneficially owned: 2,942,103
(b) Percent of class: 7.51%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,942,103
 
 
 
 
 
 
 
 
 
 
10

 
 
 
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 2,942,103
 
C. Oracle Institutional Partners, L.P.
(a) Amount beneficially owned: 489,428
(b) Percent of class: 1.26%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 489,428
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 489,428
 
D. Oracle Associates, LLC
(a) Amount beneficially owned: 4,154,546
(b) Percent of class: 10.59%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 4,154,546
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 4,154,546
 
E. Oracle Ten Fund Master, L.P.
(a) Amount beneficially owned: 723,015
(b) Percent of class: 1.86%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 723,015
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 723,015
 
 
F. Oracle Investment Management, Inc. Employees’ Retirement Plan
(a) Amount beneficially owned: 74,100
(b) Percent of class: 0.19%
(c) Number of shares as to which such person has:
(i)   Sole power to vote or direct the vote: 0
(ii)  Shared power to vote or direct the vote: 74,100
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 74,100

G. Oracle Investment Management, Inc.
(a) Amount beneficially owned: 797,115
(b) Percent of class: 2.05%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 797,115
 
 
 
 
 
 
 
11

 
 

(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 797,115

 H. The Feinberg Family Foundation
(a) Amount beneficially owned: 14,500
(b) Percent of class: 0.04%
(c) Number of shares as to which such person has:
 (i)   Sole power to vote or direct the vote: 0
(ii)  Shared power to vote or direct the vote: 14,500
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 14,500

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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12

 
 

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.
 
Dated:  February 3, 2016
 
 
/s/ Larry N. Feinberg                                                                         
 
Larry N. Feinberg, Individually
 
 
 
 
ORACLE PARTNERS, L.P.
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By:    /s/ Larry N. Feinberg________________________________
        Larry N. Feinberg, Managing Member
 
 
 
 
ORACLE INSTITUTIONAL PARTNERS, L.P.
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By:    /s/ Larry N. Feinberg________________________________
        Larry N. Feinberg, Managing Member
 
 
 
 
ORACLE ASSOCIATES, LLC
 
 
By:    /s/ Larry N. Feinberg________________________________
        Larry N. Feinberg, Managing Member
 
 
 
 
ORACLE TEN FUND MASTER, L.P.
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By:    /s/ Larry N. Feinberg________________________________
        Larry N. Feinberg, Managing Member
   
 
ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES’ RETIREMENT PLAN
 
By:    /s/ Aileen Wiate___________________________________ 
        Aileen Wiate, Trustee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13

 
 
 
 
   
 
ORACLE INVESTMENT MANAGEMENT, INC.
 
By:    /s/ Larry N. Feinberg________________________________
        Larry N. Feinberg, Managing Member
 
 
   
 
THE FEINBERG FAMILY FOUNDATION
 
By:    /s/ Larry N. Feinberg________________________________
        Larry N. Feinberg, Trustee
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

14