0000902664-15-004340.txt : 20151119 0000902664-15-004340.hdr.sgml : 20151119 20151119164546 ACCESSION NUMBER: 0000902664-15-004340 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151119 DATE AS OF CHANGE: 20151119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZS Pharma, Inc. CENTRAL INDEX KEY: 0001459266 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263305698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88212 FILM NUMBER: 151244152 BUSINESS ADDRESS: STREET 1: 508 WRANGLER DRIVE, SUITE 100 CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: 650-458-4100 MAIL ADDRESS: STREET 1: 508 WRANGLER DRIVE, SUITE 100 CITY: COPPELL STATE: TX ZIP: 75019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000919185 IRS NUMBER: 133993048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 WEST 57TH ST. STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122874900 MAIL ADDRESS: STREET 1: 40 WEST 57TH ST. STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT INC /NY DATE OF NAME CHANGE: 19980610 FORMER COMPANY: FORMER CONFORMED NAME: DUBIN & SWIECA ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19950817 SC 13G 1 p15-2176sc13g.htm HIGHBRIDGE CAPITAL MANAGEMENT LLC

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.   )*
 

ZS Pharma, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

98979G105

(CUSIP Number)
 

November 9, 2015

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

*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. 98979G10513GPage 2 of 8 Pages
 

 

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

 

1,700,508 shares of Common Stock (including 1,669,300 shares of Common Stock issuable upon exercise of call options)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

 

1,700,508 shares of Common Stock (including 1,669,300 shares of Common Stock issuable upon exercise of call options)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,700,508 shares of Common Stock (including 1,669,300 shares of Common Stock issuable upon exercise of call options)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.7%

12

TYPE OF REPORTING PERSON

IA, OO

         

 

 

CUSIP No. 98979G10513GPage 3 of 8 Pages
 

 

1

NAMES OF REPORTING PERSONS

Highbridge International LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

 

1,684,608 shares of Common Stock (including 1,656,000 shares of Common Stock issuable upon exercise of call options)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

 

1,684,608 shares of Common Stock (including 1,656,000 shares of Common Stock issuable upon exercise of call options)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,684,608 shares of Common Stock (including 1,656,000 shares of Common Stock issuable upon exercise of call options)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.7%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 98979G10513GPage 4 of 8 Pages
 

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is ZS Pharma, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 1100 Park Place, Suite 300, San Mateo, CA 94403.

 

Item 2(a). NAME OF PERSON FILING:
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c). CITIZENSHIP:

 

  This statement is filed by:
   
  (i)

Highbridge Capital Management, LLC

40 West 57th Street, 33rd Floor

New York, New York 10019

Citizenship: State of Delaware

   
  (ii)

Highbridge International LLC

c/o Highbridge Capital Management, LLC

40 West 57th Street, 33rd Floor

New York, New York 10019

Citizenship: Cayman Islands

   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  

 

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
  Common Stock, par value $0.001 per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER:
  98979G105

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

CUSIP No. 98979G10513GPage 5 of 8 Pages
 

 

  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    

 

Item 4. OWNERSHIP.
   
  (a) Amount beneficially owned:
   
  As of the date hereof, (i) Highbridge International LLC may be deemed to beneficially own 1,684,608 shares of Common Stock (including 1,656,000 shares of Common Stock issuable upon exercise of call options) and (ii) Highbridge Capital Management, LLC, as the trading manager of Highbridge International LLC and STAR L.P. (a statistical arbitrage strategy) (collectively, the "Highbridge Funds"), may be deemed to be the beneficial owner of 1,700,508 shares of Common Stock (including 1,669,300 shares of Common Stock issuable upon exercise of call options) held by the Highbridge Funds.  
   
  (b) Percent of class:
   
  Except as set forth below, the percentages used herein and in the rest of this Schedule 13G are calculated based upon 25,268,932 shares of Common Stock outstanding as of November 3, 2015, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 filed with the Securities and Exchange Commission on November 9, 2015. Therefore, as of the date hereof, (i) Highbridge International LLC may be deemed to beneficially own approximately 6.7% of the outstanding shares of Common Stock of the Company and (ii) Highbridge Capital Management, LLC may be deemed to beneficially own approximately 6.7% of the outstanding shares of Common Stock of the Company.  
   
  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock held by the Highbridge Funds.  

 

 

CUSIP No. 98979G10513GPage 6 of 8 Pages
 

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
  Not applicable.

 

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.

 

  The Reporting Person hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of its 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.

 

 

CUSIP No. 98979G10513GPage 7 of 8 Pages
 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: November 19, 2015

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC  
   
   
By: /s/ John Oliva  
Name: John Oliva  
Title: Managing Director  
   
   
HIGHBRIDGE INTERNATIONAL LLC  
   
By: Highbridge Capital Management, LLC  
  its Trading Manager  
   
   
By: /s/ John Oliva  
Name: John Oliva  
Title: Managing Director  
   
       

 

 

 

CUSIP No. 98979G10513GPage 8 of 8 Pages
 

EXHIBIT 1

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.001 per share, of ZS Pharma, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

DATED: November 19, 2015

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC  
   
   
By: /s/ John Oliva  
Name: John Oliva  
Title: Managing Director  
   
   
HIGHBRIDGE INTERNATIONAL LLC  
   
By: Highbridge Capital Management, LLC  
  its Trading Manager  
   
   
By: /s/ John Oliva  
Name: John Oliva  
Title: Managing Director