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UNITED STATES
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SECURITIES & EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No.1)*
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Ista Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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45031X204
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(CUSIP Number)
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Alexander H. McMillan, Esq.
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Loeb Offshore Management LP
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61 Broadway, New York, N.Y. 10006
(212) 483-7070
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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02/14/2012
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(Date of Event which Requires Filing of this Statement)
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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. [ ]
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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.
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*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.
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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).
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CUSIP No.
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45031X204
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1. Name of Reporting Person
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Loeb Offshore Management LP
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I.R.S. Identification No. of Above Person
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2. Check the Appropriate Box if a Member of a Group
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(a) [X]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds
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WC, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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[ ]
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6. Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power
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-0-
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8. Shared Voting Power
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1,344,304
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9. Sole Dispositive Power
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-0-
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10. Shared Dispositive Power
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1,344,304
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11. Aggregate Amount of Beneficially Owned by Each Reporting Person
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1,344,304
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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[ ]
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13. Percent of Class Represented by Amount in Row (11)
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3.24%
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14. Type of Reporting Person
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IA
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CUSIP No.
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45031X204
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1. Name of Reporting Person
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Loeb Arbitrage Management LP
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I.R.S. Identification No. of Above Person
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2. Check the Appropriate Box if a Member of a Group
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(a) [X]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds
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WC, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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[ ]
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6. Citizenship or Place of Organization
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New York
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power
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-0-
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8. Shared Voting Power
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89,696
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9. Sole Dispositive Power
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-0-
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10. Shared Dispositive Power
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89,696
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11. Aggregate Amount of Beneficially Owned by Each Reporting Person
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89,696
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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[ ]
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13. Percent of Class Represented by Amount in Row (11)
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0.22%
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14. Type of Reporting Person
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IA
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CUSIP No.
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45031X204
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1. Name of Reporting Person
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Loeb Arbitrage Offshore Partners Ltd.
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I.R.S. Identification No. of Above Person
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2. Check the Appropriate Box if a Member of a Group
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(a) [X]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds
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WC, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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[ ]
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6. Citizenship or Place of Organization
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Cayman Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7. Sole Voting Power
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-0-
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8. Shared Voting Power
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1,344,304
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9. Sole Dispositive Power
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-0-
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10. Shared Dispositive Power
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1,344,304
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11. Aggregate Amount of Beneficially Owned by Each Reporting Person
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1,344,304
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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[ ]
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13. Percent of Class Represented by Amount in Row (11)
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3.24%
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14. Type of Reporting Person
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CO
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Item 1.
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Security and Issuer
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The title and class of equity security to which this Statement relates is the Common Stock, $.001 par value, of Ista Pharmaceuticals, Inc. (the “Issuer”). The address of the Issuer’s principal executive offices is 50 Technology Drive, Irvine, California 92618.
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Item 2.
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Identity and Background
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This statement is filed by:
(i) Loeb Offshore Management LP (“LOM”)
(ii) Loeb Arbitrage Management LP (“LAM”)
(iii) Loeb Arbitrage Offshore Partners, Ltd. (“LAOP”)
This statement relates to Shares (as defined herein) held by LAOP over which LOM has discretionary trading authority as investment adviser and for the accounts of customers of LAM as to which it has investment discretion. The general partner of LOM and LAM is Loeb Management Holding LLC, a Delaware limited liability company. The owners of LAM and LOM are Loeb Holding Corporation and LB Partners, L.P., entities controlled by Thomas L. Kempner and Gideon J. King, respectively. The foregoing persons are hereinafter sometimes collectively referred to as “the Reporting Persons.” The address of the business office of each of the Reporting Persons is 61 Broadway, New York, New York 10006.
LOM and LAM are Delaware limited partnerships and registered investment advisers, doing business together as Loeb Capital Management. LOM and LAM’s President and Chief Executive Officer is Gideon J. King. The other officers include Thomas L. Kempner, Chairman of the Board; Alexander H. McMillan, Vice President and Secretary; and Edward J. Campbell, Chief Financial Officer. LOM is the investment manager of LAOP, a Cayman Islands exempted company. Gideon J. King, Pearse Griffith and Peter Heaps are Directors of LAOP.
Messrs. King, Kempner, McMillan and Campbell are United States citizens. Mr. Griffith is a citizen of the United Kingdom of Great Britain and Northern Ireland and Mr. Heaps is a citizen of the Republic of Ireland. During the last five years, none of the entities or individuals named in this Item 2 have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Common Stock was acquired by LAOP and LAM (for accounts of customers as to which LAM has investment discretion) in margin accounts maintained with J.P. Morgan Clearing Corp.
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Item 4.
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Purpose of Transaction
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LAM and LAOP (“Loeb”) have acquired Common Stock for investment purposes. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise). Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Stock of the Issuer, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representations, making proposals to the Issuer concerning the capitalization of the Issuer, purchasing additional Common Stock and other securities of the Issuer, selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock of the Issuer or changing its intention partially or entirely with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer
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(a)
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As of the date hereof, the Reporting Persons (collectively referred to as "Loeb") may be deemed to beneficially own the number of shares of the Company's common stock representing the percentage of the Company's common stock set forth opposite the name of the Reporting Person below:
The percentages used herein are calculated based upon 41,501,397 shares of the Issuer's common stock, issued and outstanding as of September 30, 2011, the latest date for which such information is available, as reported in the Issuer's Quarterly Report on Form 10Q filed on November 7, 2011.
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Number of Shares Beneficially Owned
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Percentage of Outstanding Shares
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Loeb Arbitrage Offshore Partners, Ltd. (1)
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1,344,304
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3.24%
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Loeb Arbitrage Management, LP (2)
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89,696
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0.22%
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Loeb Offshore Management LP
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1,344,304
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3.24%
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Total for Loeb:
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1,434,000
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3.46%
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(1)
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Loeb Offshore Management LP has discretionary trading authority of the shares held by Loeb Arbitrage Offshore Partners, Ltd., as investment manager.
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(2)
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Common Stock purchased for the accounts of customers of Loeb Arbitrage Management LP as to which it has investment discretion.
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(b)
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As indicated above, each of the above Reporting Persons has shared power to vote or to direct the vote of, and shared power to dispose or direct the disposition of, all of the shares reported as beneficially owned by such Reporting Person.
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(c)
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The following purchases and sales (-) of Common Stock have been in the past sixty (60) days:
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Purchases and Sales of Ordinary Shares
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Date
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Shares
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Average Price
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Loeb Arbitrage Management LP
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02/15/12
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-2,815
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8.3774
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02/14/12
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-35,267
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8.3237
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02/13/12
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-306
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8.1819
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02/09/12
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-4,887
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8.1884
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02/07/12
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-25
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8.2025
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02/02/12
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1,843
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8.0494
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Date
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Shares
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Average Price
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Loeb Arbitrage Offshore Partners, Ltd.
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02/15/12
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-42,185
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8.3774
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02/14/12
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-528,533
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8.3237
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02/13/12
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-4,594
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8.1819
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02/09/12
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-73,246
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8.1884
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02/07/12
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-375
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8.2025
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02/02/12
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27,616
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8.0494
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(d)
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Loeb Offshore Management LP, Loeb Arbitrage Management LP and Principals of these entities expressly declare that this filing shall not be construed as an admission that each is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.
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(e)
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Not Applicable.
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Item 6.
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Contracts, Arrangement, Understandings or Relationships with Respect to the Issuer.
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Not Applicable.
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Item 7.
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Materials to be Filed as Exhibits.
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The Joint Filing Agreement between and among the Reporting Persons pursuant to Section 240.13d-1(k) is attached hereto as Exhibit “A”.
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LOEB OFFSHORE MANAGEMENT LP
By: LOEB MANAGEMENT HOLDING LLC, G.P.
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Date: February 15, 2012
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By:_ /s/ Alexander H. McMillan
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Alexander H. McMillan
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Vice President
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LOEB ARBITRAGE MANAGEMENT LP
By: LOEB MANAGEMENT HOLDING LLC, G.P.
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Date: February 15, 2012
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By:_ /s/ Alexander H. McMillan
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Alexander H. McMillan
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Vice President
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LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.
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Date: February 15, 2012
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By:_ /s/ Alexander H. McMillan
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Alexander H. McMillan
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Vice President
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LOEB ARBITRAGE MANAGEMENT LP
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By: LOEB MANAGEMENT HOLDING LLC, G.P.
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Date: February 15, 2012
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By:_ /s/ Alexander H. McMillan
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Alexander H. McMillan
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Vice President
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LOEB OFFSHORE MANAGEMENT LP
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By: LOEB MANAGEMENT HOLDING LLC, G.P.
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Date: February 15, 2012
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By:_ /s/ Alexander H. McMillan
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Alexander H. McMillan
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Vice President
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LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.
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Date: February 15, 2012
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By:_ /s/ Alexander H. McMillan
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Alexander H. McMillan
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Vice President
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