0000950142-16-003305.txt : 20160309 0000950142-16-003305.hdr.sgml : 20160309 20160309170959 ACCESSION NUMBER: 0000950142-16-003305 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160309 DATE AS OF CHANGE: 20160309 GROUP MEMBERS: AISLING CAPITAL II, LP GROUP MEMBERS: AISLING CAPITAL PARTNERS LLC GROUP MEMBERS: AISLING CAPITAL PARTNERS, LP GROUP MEMBERS: ANDREW SCHIFF GROUP MEMBERS: DENNIS PURCELL GROUP MEMBERS: STEVE ELMS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEMPRA, INC. CENTRAL INDEX KEY: 0001461993 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 262644445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86624 FILM NUMBER: 161495286 BUSINESS ADDRESS: STREET 1: 6320 QUADRANGLE DRIVE STREET 2: SUITE 360 CITY: CHAPEL HILL STATE: NC ZIP: 27517-8149 BUSINESS PHONE: 919-576-2306 MAIL ADDRESS: STREET 1: 6320 QUADRANGLE DRIVE STREET 2: SUITE 360 CITY: CHAPEL HILL STATE: NC ZIP: 27517-8149 FORMER COMPANY: FORMER CONFORMED NAME: Cempra Holdings, LLC DATE OF NAME CHANGE: 20090414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aisling Capital II LP CENTRAL INDEX KEY: 0001350778 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 88 SEVENTH AVE 30TH FL CITY: NEW YORK STATE: NY ZIP: 10106 MAIL ADDRESS: STREET 1: 88 SEVENTH AVE 30TH FL CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 eh1600388_13da2-cempra.htm AMENDMENT NO. 2 eh1200309_13d-cempra
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)*

Cempra, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

15130J 109
(CUSIP Number)
 
Lloyd Appel
Aisling Capital
888 Seventh Avenue, 12th Floor
New York, NY 10106
(212) 651-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 7, 2016
(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 (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).
 
CUSIP No. 15130J 109
 SC 13D
Page 2 of 11
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Aisling Capital II, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,232,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise
of preferred share purchase warrants expiring on August 5, 2018 (the “Warrants”))
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,232,278
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,232,278
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%(1)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
(1)
Based on 48,169,733 shares of the Issuer’s common stock issued and outstanding as of February 18, 2016, as reported in the Issuer’s annual report on Form 10-K filed with the Securities Exchange Commission (the “SEC”) on February 25, 2016.
 
 
CUSIP No. 15130J 109
 SC 13D
Page 3 of 11


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Aisling Capital Partners, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,232,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,232,278
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,232,278
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
CUSIP No. 15130J 109
 SC 13D
Page 4 of 11
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Aisling Capital Partners LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,232,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,232,278
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,232,278
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 

CUSIP No. 15130J 109
 SC 13D
Page 5 of 11


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Steve Elms
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,819
8
SHARED VOTING POWER
 
1,232,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
9
SOLE DISPOSITIVE POWER
 
3,819
10
SHARED DISPOSITIVE POWER
 
1,232,278
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,236,097
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
CUSIP No. 15130J 109
 SC 13D
Page 6 of 11
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Dennis Purcell
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
7,390
8
SHARED VOTING POWER
 
1,232,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
9
SOLE DISPOSITIVE POWER
 
7,390
10
SHARED DISPOSITIVE POWER
 
1,232,278
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,239,668
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
CUSIP No. 15130J 109
 SC 13D
Page 7 of 11


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Andrew Schiff
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
382
8
SHARED VOTING POWER
 
1,232,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
9
SOLE DISPOSITIVE POWER
 
382
10
SHARED DISPOSITIVE POWER
 
1,232,278
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,232,660
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
CUSIP No. 15130J 109
 SC 13D
Page 8 of 11


Item 1. 
Security and Issuer.
 
Item 1 is amended and restated in its entirety as follows:

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D as previously filed by the undersigned Reporting Persons (as defined below) on February 15, 2012, as amended by Amendment No. 1 filed by the Reporting Persons on May 18, 2015 with respect to the common stock, par value $0.001 per share (the “Common Stock”) of Cempra, Inc. (the “Issuer”).  The principal executive offices of the Issuer are located at 6320 Quadrangle Drive, Suite 360, Chapel Hill, North Carolina 27517-8149.

The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 48,169,733 shares of the Issuer’s common stock issued and outstanding as of February 18, 2016, as reported in the Issuer’s quarterly report on Form 10-K filed with the SEC on February 25, 2016. 

This is Amendment No. 3 is being filed to report that, as of immediately following the transaction described in Item 5(c) below, the Reporting Persons ceased to beneficially own more than 5% of the Common Stock of the Issuer.
 
Item 2. 
Identity and Background.
 
No material change.
 
Item 3. 
Source and Amount of Funds or Other Consideration.
 
Item 3 is amended and restated in its entirety as follows:
 
As of the date hereof, each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to beneficially own 1,232,278 shares of Common Stock, consisting of (i) 113,663 shares of Common Stock, which were acquired on February 7, 2012 in the Issuer’s initial public offering of Common Stock (“IPO”),  (ii) 1,079,397 shares of Common Stock issued upon the corporate conversion of the Issuer prior to the closing of the IPO on February 7, 2012 from a Delaware limited liability company into a Delaware corporation (the “Conversion”) and (iii) 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants.  Each of Messrs. Elms, Schiff and Purcell may be deemed to share beneficial ownership of such shares of Common Stock held by Aisling and may also each be deemed beneficially own certain shares for held directly by such persons.  The source of the purchase price for such shares of Common Stock was capital contributions from the partners of Aisling.  No borrowed funds were used to purchase the Common Stock.
 
Item 4. 
Purpose of Transaction.
 
No material change.
 
 
 

CUSIP No. 15130J 109
 SC 13D
Page 9 of 11
 
 
Item 5. 
Interest in Securities of the Issuer.
 
Item 5 is amended and restated in its entirety as follows:

(a), (b)
 
Reporting Person
Sole Voting and Dispositive
Power
Shared Voting and Dispositive
Power
Total Shares
% Ownership
Aisling Capital II, LP
1,232,278
0
1,232,278
2.6
Aisling Capital Partners, LP
1,232,278
0
1,232,278
2.6
Aisling Capital Partners LLC
1,232,278
0
1,232,278
2.6
Steve Elms
3,819
1,232,278
1,236,097
2.6
Dennis Purcell
7,390
1,232,278
1,239,668
2.6
Andrew Schiff
382
1,232,278
1,232,660
2.6
 
(c)           On March 7, 2016, Aisling distributed (the “Distribution”) 1,000,000 shares of Common Stock on a pro rata basis to its partners and members for no consideration.  In the Distribution, Aisling Partners received 4,087 shares of Common Stock. Certain partners of Aisling, including Aisling Partners, made subsequent pro rata distributions (collectively, the “Subsequent Distribution”) of shares received to their respective partners or members for no consideration. In the Subsequent Distribution, Aisling Partners distributed all 4,087shares of Common Stock it received in the Distribution to its partners, including Aisling Partners GP, and Aisling Partners GP distributed all of the shares of Common Stock it received in the Subsequent Distribution to its members, including Messrs. Elms, Schiff and Purcell.
 
As part of the Subsequent Distribution, the following Reporting Persons received shares of Common Stock in the amounts set forth below:
 
Reporting Person
Number of Shares of
Common Stock
Distributed
Total Shares
Steve Elms
1,455
 
Steven A. Elms 2006
364
1,819
Dennis Purcell
5,189
  
Purcell Family 2006 Trust
1,342
  
Aisling Capital LLC
409
6,940
Andrew Schiff
146
  
ANS 2006 Children’s Trust
36
182
 
(d)           The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the account of Aisling in accordance with their ownership interests in Aisling.
 
(e)           On March 7, 2016, immediately following the transaction described in Item 5(c) above, the Report Persons ceased to beneficially own more than 5% of the Common Stock of the Issuer.

CUSIP No. 15130J 109
 SC 13D
Page 10 of 11
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
No material change.
 
Item 7. 
Material to be Filed as Exhibits.
 
Exhibit 1:
Joint Filing Agreement dated as of February 15, 2012, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
 
Exhibit 3:
Registration Rights Agreement, dated February 7, 2012, by and among the Issuer and the holders of Common Stock issuable upon the Conversion, as well as holders of the Warrants, listed in Exhibit A thereto, the form of which was filed and incorporated herein by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-177261), filed with the SEC on October 12, 2011.
 
 
CUSIP No. 15130J 109
 SC 13D
Page 11 of 11
 
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.
 
Date:    March 9, 2016
 
  
 
AISLING CAPITAL II, LP
 
 
 
 
 
 
By:
Aisling Capital Partners, LP
General Partner
 
 
 
 
 
 
 
By:
Aisling Capital Partners LLC
General Partner
 
 
 
 
 
 
 
 
By:
/s/  Dennis Purcell
 
 
 
 
Name:  Dennis Purcell
 
 
 
 
Title:    Managing Member
 
 
 
 
 
 
 
 
  
 
AISLING CAPITAL PARTNERS, LP
 
 
 
 
 
 
By:
Aisling Capital Partners LLC
General Partner
 
 
 
 
 
 
 
 
By:
/s/  Dennis Purcell
 
 
 
 
Name:  Dennis Purcell
 
 
 
 
Title:    Managing Member
 
 
 
 
 
 
 
 
  
 
 AISLING CAPITAL PARTNERS LLC
 
 
 
 
 
 
By:
/s/  Dennis Purcell
 
 
 
Name:  Dennis Purcell
 
 
 
Title:    Managing Member
 
 
 
 
 
 
 
 
/s/ Steve Elms
 
 
 
Steve Elms
 
 
 
 
 
 
 
/s/  Dennis Purcell
 
 
 
Dennis Purcell
 
 
 
 
 
 
 
/s/ Andrew Schiff
 
 
 
Andrew Schiff
 
 
 
 
 
 
 
 
 
 Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).