0001144204-11-069046.txt : 20111208 0001144204-11-069046.hdr.sgml : 20111208 20111208172641 ACCESSION NUMBER: 0001144204-11-069046 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111208 DATE AS OF CHANGE: 20111208 GROUP MEMBERS: ORACLE ASSOCIATES, LLC GROUP MEMBERS: ORACLE INSTITUTIONAL PARTNERS, LP GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. GROUP MEMBERS: ORACLE OFFSHORE LTD GROUP MEMBERS: ORACLE PARTNERS, L.P. GROUP MEMBERS: ORACLE TEN FUND MASTER, LP 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: 111251596 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 v242616_sc13ga.htm AMENDMENT TO SCHEDULE 13G Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 5)

Transition Therapeutics Inc.
(Name of Issuer)
 
Common Shares, no par value
(Title of Class of Securities)
 
893716209
(CUSIP Number)
 
November 22, 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)
x  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 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.  893716209
13G
Page 2 of 14 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Larry N. Feinberg
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           o
 
(b)          x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
5
SOLE VOTING POWER
 
310,351
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
3,095,415
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
310,351
 
8
SHARED DISPOSITIVE POWER
 
3,095,415
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,405,766
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
12.65%
 
12
TYPE OF REPORTING PERSON*
 
IN
 
 
 
 
 

CUSIP No.  893716209
13G
Page 3 of 14 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oracle Partners, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           o
 
(b)          x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
5
SOLE VOTING POWER
 
0
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,305,426
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
1,305,426
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,305,426
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.85%
 
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 

CUSIP No.  893716209
13G
Page 4 of 14 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oracle Associates, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           o
 
(b)          x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
5
SOLE VOTING POWER
 
0
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,546,676
 
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
1,546,676
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,546,676
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.75%
 
12
TYPE OF REPORTING PERSON*
 
OO
 
 
 
 
 
 
CUSIP No.  893716209
13G
Page 5 of 14 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oracle Institutional Partners, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           o
 
(b)          x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
5
SOLE VOTING POWER
 
0
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
241,250
 
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
241,250
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
241,250
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.90%
 
12
TYPE OF REPORTING PERSON*
 
OO
 
 
 
 
 
 
CUSIP No.  893716209
13G
Page 6 of 14 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oracle Offshore Limited
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           o
 
(b)          x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
5
SOLE VOTING POWER
 
0
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
26,866
 
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
26,866
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,866
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.10%
 
12
TYPE OF REPORTING PERSON*
 
OO
 
 
 
 
 
 
CUSIP No.  893716209
13G
Page 7 of 14 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oracle Ten Fund Master, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           o
 
(b)          x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
5
SOLE VOTING POWER
 
0
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,521,873
 
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
1,521,873
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,521,873
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.65%
 
12
TYPE OF REPORTING PERSON*
 
OO
 
 
 
 
 
 
CUSIP No.  893716209
13G
Page 8 of 14 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oracle Investment Management, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           o
 
(b)          x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
5
SOLE VOTING POWER
 
0
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,548,739
 
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
1,548,739
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,548,739
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.75%
 
12
TYPE OF REPORTING PERSON*
 
OO
 
 
 
 
 
 
This Amendment No. 5 to Schedule 13G (this "Amendment No. 5") 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  and Amendment No. 4 filed on February 8, 2011 (as so amended, the "Schedule 13G"), in accordance with Rule 13d-2(d).  Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G.
 
Item 2(a):
Name of Person Filing:
 
Item 2(a) of the Schedule 13G is hereby amended and restated as follows:
 
This statement is filed by:
 
 
(i)
Oracle Associates, LLC, a Delaware limited liability company ("Oracle Associates"), which serves as the general partner of certain investment funds and/or managed accounts (the “Domestic Funds”), with respect to shares of Common Stock directly owned by the Domestic Funds;

 
(ii)
Oracle Partners, L.P., a Delaware limited partnership ("Oracle Partners"), with respect to shares of Common Stock directly owned by it;

 
(iii)
Mr. Larry N. Feinberg ("Mr. Feinberg"), who (A) serves as the senior managing member of Oracle Associates and (B) is the sole shareholder and president of the Manager, which serves as the investment manager and has investment discretion over the securities held by certain investment funds and/or managed accounts (together with the Domestic Funds, the “Funds).  Mr. Feinberg directly owns individually certain shares of Common Stock and may be deemed to indirectly beneficially own shares of Common Stock, by virtue of the foregoing relationships, directly owned by the Funds;
 
 
(iv)
Oracle Institutional Partners, LP, a Delaware limited partnership (“Institutional Partners”);
 
 
(v)
Oracle Offshore Limited, a Cayman Islands exempted company (“Offshore Limited”);
 
 
(vi)
Oracle Ten Fund Master, LP, a Cayman Islands exempted company (“Ten Fund”); and
 
 
(vii)
Oracle Investment Management, Inc., a Delaware corporation (the “Manager”) which serves as investment manager to Offshore Limited and Ten Fund.

 
-9-
 
 
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
Item 2(b):     Address of Principal Business Office or, if None, Residence:
 
Item 2(b) of the Schedule 13G is hereby amended and restated as follows:
 
The address of the principal business office of the Reporting Persons is 200 Greenwich Avenue, 3rd Floor, Greenwich, Connecticut 06830.
 
Item 2(c):     Citizenship:
 
Item 2(c) of the Schedule 13G is hereby amended and restated as follows:
 
Oracle Partners, Oracle Associates, Institutional Partners and the Manager are organized under the laws of the state of Delaware.  Offshore Limited and Ten Fund are organized under the laws of the Cayman Islands. Mr. Feinberg is a citizen of the United States of America.
 
Item 4:        Ownership:
 
Item 4 of the Schedule 13G is hereby amended and restated as follows:

The beneficial ownership of Common Stock by the Reporting Persons, as of the date of this Amendment No. 5, is as follows:

 
A. 
Oracle Associates, LLC
(a) Amount beneficially owned: 1,546,676
(b) Percent of class: 5.75%.  The percentages used herein and in the rest of this Amendment No. 5 are calculated based upon a total of 26,921,302 shares of Common Stock, which number is based on 23,217,599 shares of Common Stock issued and outstanding as of June 30, 2011, as reported in the Company’s Annual Report on Form 20-F filed on September 19, 2011, plus 3,703,703 new shares of Common Stock issued on November 22, 2011, as reported on the Company’s Form 6-K filed on November 23, 2011.
(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: 1,546,676
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)  Shared power to dispose or direct the disposition: 1,546,676

 
B. 
Larry N. Feinberg
(a) Amount beneficially owned: 3,405,766
(b) Percent of class: 12.65%
(c) Number of shares as to which such person has:
(i)    Sole power to vote or direct the vote: 310,351
(ii)   Shared power to vote or direct the vote: 3,095,415
(iii)  Sole power to dispose or direct the disposition: 310,351
(iv)  Shared power to dispose or direct the disposition: 3,095,415

 
-10-
 
 
 
C. 
Oracle Partners, L.P.
(a) Amount beneficially owned: 1,305,426
(b) Percent of class: 4.85%
(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: 1,305,426
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)  Shared power to dispose or direct the disposition: 1,305,426

 
D. 
Oracle Institutional Partners, L.P.
(a) Amount beneficially owned: 241,250
(b) Percent of class: 0.90%
(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: 241,250
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)  Shared power to dispose or direct the disposition: 241,250

 
E. 
Oracle Offshore Limited
(a) Amount beneficially owned: 26,866
(b) Percent of class: 0.10%
(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: 26,866
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)  Shared power to dispose or direct the disposition: 26,866

 
F. 
Oracle Ten Fund Master, LP
(a) Amount beneficially owned: 1,521,873
(b) Percent of class: 5.65%
(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: 1,521,873
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)  Shared power to dispose or direct the disposition: 1,521,873

 
G. 
Oracle Investment Management, Inc.
(a) Amount beneficially owned: 1,548,739
(b) Percent of class: 5.75%
(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: 1,548,739
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)  Shared power to dispose or direct the disposition: 1,548,739

 
-11-
 

Item 10:        Certification:
 
Each of the Reporting Persons hereby makes the following 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.
 
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
 
 
-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: December 8, 2011
 
 
 
ORACLE ASSOCIATES, LLC
  
         
 
  
By:
/s/ Larry Feinberg  
      Larry Feinberg, Managing Member
         
 
  ORACLE PARTNERS, LP  
           
   
By: ORACLE ASSOCIATES, LLC, its general partner
           
 
    
By:
/s/ Larry Feinberg  
        Larry Feinberg, Managing Member
           
 
 
By:
/s/ Larry Feinberg  
   
Larry Feinberg, Individually
       
 
  ORACLE INSTITUTIONAL PARTNERS, LP  
           
   
By: ORACLE ASSOCIATES, LLC, its general partner
           
 
    
By:
/s/ Larry Feinberg  
        Larry Feinberg, Managing Member
           
 
 
ORACLE OFFSHORE LIMITED
  
         
 
  
By:
/s/ Larry Feinberg  
      Larry Feinberg, Director
         
 
 
ORACLE TEN FUND MASTER, LP
  
           
   
By: ORACLE ASSOCIATES, LLC, its general partner
           
 
    
By:
/s/ Larry Feinberg  
        Larry Feinberg, Managing Member
           
 
 
ORACLE  INVESTMENT MANAGEMENT, INC.
  
         
 
  
By:
/s/ Larry Feinberg  
      Larry Feinberg, Managing Member
         
 
 
 
 
 
Exhibit Index


99.1
Joint Filing Agreement, dated December 8, 2011, by and among, Oracle Associates, LLC, Oracle Partners, LP, Larry Feinberg, Oracle Institutional Partners, LP, Oracle Offshore Limited, Oracle Ten Fund Master, LP, and Oracle Investment Management, Inc.

 
 
 
EX-99.1 2 v242616_ex99-1.htm JOINT FILING AGREEMENT Unassociated Document
 
Exhibit 99.1

 
JOINT FILING AGREEMENT

 
The undersigned hereby agree that this Schedule 13G (as so amended, the “Schedule 13G”) with respect to the common stock of Transition Therapeutics Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
 
 
DATED: December 8, 2011
 
 
 
ORACLE ASSOCIATES, LLC
  
         
 
  
By:
/s/ Larry Feinberg  
      Larry Feinberg, Managing Member
         
 
  ORACLE PARTNERS, LP  
           
   
By: ORACLE ASSOCIATES, LLC, its general partner
           
 
    
By:
/s/ Larry Feinberg  
        Larry Feinberg, Managing Member
           
 
 
By:
/s/ Larry Feinberg  
   
Larry Feinberg, Individually
       
 
 
 
 
 
  ORACLE INSTITUTIONAL PARTNERS, LP  
           
   
By: ORACLE ASSOCIATES, LLC, its general partner
           
 
    
By:
/s/ Larry Feinberg  
        Larry Feinberg, Managing Member
           
 
 
ORACLE OFFSHORE LIMITED
  
         
 
  
By:
/s/ Larry Feinberg  
      Larry Feinberg, Director
         
 
 
ORACLE TEN FUND MASTER, LP
  
           
   
By: ORACLE ASSOCIATES, LLC, its general partner
           
 
    
By:
/s/ Larry Feinberg  
        Larry Feinberg, Managing Member
           
 
 
ORACLE  INVESTMENT MANAGEMENT, INC.
  
         
 
  
By:
/s/ Larry Feinberg  
      Larry Feinberg, Managing Member