0001193125-15-029785.txt : 20150202 0001193125-15-029785.hdr.sgml : 20150202 20150202165359 ACCESSION NUMBER: 0001193125-15-029785 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150202 DATE AS OF CHANGE: 20150202 GROUP MEMBERS: AARON DAVIS GROUP MEMBERS: BOXER ASSET MANAGEMENT INC GROUP MEMBERS: IVAN LIEBERBURG GROUP MEMBERS: JOSEPH LEWIS GROUP MEMBERS: MVA INVESTORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARADIGM CORP CENTRAL INDEX KEY: 0001013238 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943133088 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46237 FILM NUMBER: 15567697 BUSINESS ADDRESS: STREET 1: 3929 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5102659000 MAIL ADDRESS: STREET 1: 3929 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Boxer Capital, LLC CENTRAL INDEX KEY: 0001465837 IRS NUMBER: 203828456 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 440 STEVENS AVENUE STREET 2: SUITE 100 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: (858) 400-3112 MAIL ADDRESS: STREET 1: 440 STEVENS AVENUE STREET 2: SUITE 100 CITY: SOLANA BEACH STATE: CA ZIP: 92075 SC 13G/A 1 d864064dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

ARADIGM CORPORATION

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

038505301

(CUSIP Number)

December 31, 2014

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule if filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 


CUSIP No. 038505301  

 

  1   

Name of reporting persons.

 

Boxer Capital, LLC

  2  

Check the appropriate box if a member of a group. (See instructions)

 

(a)  ¨     (b)  x

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

Sole voting power.

 

-0-

   6   

Shared voting power.

 

1,186,109

   7   

Sole dispositive power.

 

-0-

   8   

Shared dispositive power.

 

1,186,109

  9  

Aggregate amount beneficially owned by each reporting person.

 

1,186,109

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).

 

8.0%*

12  

Type of reporting person

 

CO

 

* Based on 14,726,960 Common Shares reported outstanding as of November 5, 2014 on the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2014.

 

Page 2 of 10


CUSIP No. 038505301  

 

  1   

Name of reporting persons.

 

Boxer Asset Management Inc.

  2  

Check the appropriate box if a member of a group. (See instructions)

 

(a)  ¨    (b)   x

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

Sole voting power.

 

-0-

   6   

Shared voting power.

 

1,186,109

   7   

Sole dispositive power.

 

-0-

   8   

Shared dispositive power.

 

1,186,109

  9  

Aggregate amount beneficially owned by each reporting person.

 

1,186,109

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).

 

8.0%*

12  

Type of reporting person

 

CO

 

* Based on 14,726,960 Common Shares reported outstanding as of November 5, 2014 on the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2014.

 

Page 3 of 10


CUSIP No. 038505301

 

  1   

Name of reporting persons.

 

MVA Investors, LLC

  2  

Check the appropriate box if a member of a group. (See instructions)

 

(a)  ¨     (b)  x

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

Sole voting power.

 

67,018

   6   

Shared voting power.

 

-0-

   7   

Sole dispositive power.

 

67,018

   8   

Shared dispositive power.

 

-0-

  9  

Aggregate amount beneficially owned by each reporting person.

 

67,018

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).

 

0.4%*

12  

Type of reporting person

 

CO

 

* Based on 14,726,960 Common Shares reported outstanding as of November 5, 2014 on the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2014.

 

Page 4 of 10


CUSIP No. 038505301  

 

  1   

Name of reporting persons.

 

Aaron Davis

  2  

Check the appropriate box if a member of a group. (See instructions)

 

(a)  ¨     (b)  x

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

Sole voting power.

 

11,257

   6   

Shared voting power.

 

-0-

   7   

Sole dispositive power.

 

11,257

   8   

Shared dispositive power.

 

-0-

  9  

Aggregate amount beneficially owned by each reporting person.

 

11,257

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).

 

0.0%*

12  

Type of reporting person

 

IN

 

* Based on 14,726,960 Common Shares reported outstanding as of November 5, 2014 on the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2014.

 

Page 5 of 10


CUSIP No. 038505301  

 

  1   

Name of reporting persons.

 

Ivan Lieberburg

  2  

Check the appropriate box if a member of a group. (See instructions)

 

(a)  ¨     (b)  x

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

Sole voting power.

 

66,606

   6   

Shared voting power.

 

-0-

   7   

Sole dispositive power.

 

66,606

   8   

Shared dispositive power.

 

-0-

  9  

Aggregate amount beneficially owned by each reporting person.

 

66,606

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).

 

0.4%*

12  

Type of reporting person

 

IN

 

* Based on 14,726,960 Common Shares reported outstanding as of November 5, 2014 on the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2014.

 

Page 6 of 10


CUSIP No. 038505301  

 

  1   

Name of reporting persons.

 

Joseph Lewis

  2  

Check the appropriate box if a member of a group. (See instructions)

 

(a)  ¨     (b)  x

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

Sole voting power.

 

-0-

   6   

Shared voting power.

 

1,186,109

   7   

Sole dispositive power.

 

-0-

   8   

Shared dispositive power.

 

1,186,109

  9  

Aggregate amount beneficially owned by each reporting person.

 

1,186,109

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).

 

8.0%*

12  

Type of reporting person

 

IN

 

* Based on 14,726,960 Common Shares reported outstanding as of November 5, 2014 on the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2014.

 

Page 7 of 10


This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G filed on September 25, 2013 (the “Original 13G Filing”), which replaced in its entirety the Schedule 13D filed on May 30, 2013. The Original 13G Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original 13G Filing, as amended. This Amendment No. 1 is being filed jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Boxer Capital, Boxer Management, MVA, Aaron Davis, Ivan Lieberburg and Joseph Lewis (collectively, the “Reporting Persons”).

Item 4. Ownership.

(a) Amount beneficially owned:

Boxer Capital, Boxer Management and Joseph Lewis beneficially own 1,186,109* Common Shares. MVA beneficially owns 67,018* Common Shares. Aaron Davis beneficially owns 11,257* Common Shares. Ivan Lieberburg beneficially owns 66,606* Common Shares.

(b) Percent of class:

The Common Shares beneficially owned by Boxer Capital, Boxer Management and Joseph Lewis represent 8.0%* of the Issuer’s outstanding Common Shares outstanding. The Common Shares beneficially owned by MVA represent 0.4%* of the Issuer’s outstanding Common Shares. The Common Shares beneficially owned by Aaron Davis represent 0.0%* of the Issuer’s outstanding Common Shares. The Common Shares beneficially owned by Ivan Lieberburg represent 0.4%* of the Issuer’s outstanding Common Shares.

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote:

MVA has the sole power to vote the 67,018* Common Shares it beneficially owns. Aaron Davis has the sole power to vote the 11,257* Common Shares he beneficially owns. Ivan Lieberburg has the sole power to vote the 66,606* Common Shares he beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to vote or direct the vote of any Common Shares.

(ii) Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Joseph Lewis have shared voting power with respect to the 1,186,109* Common Shares they beneficially own. None of MVA, Aaron Davis or Ivan Lieberburg has shared power to vote or direct the vote of any Common Shares.

(iii) Sole power to dispose or direct the disposition of:

MVA has the sole power to dispose of the 67,018* Common Shares it beneficially owns. Aaron Davis has the sole power to dispose of the 11,257* Common Shares he beneficially owns. Ivan Lieberburg has the sole power to dispose of the 66,606* Common Shares he beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to dispose or direct the disposition of any Common Shares.

(iv) Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Joseph Lewis have shared dispositive power with respect to the 1,186,109* Common Shares they beneficially own. None of MVA, Aaron Davis or Ivan Lieberburg has shared power to dispose of or direct the disposition of any Common Shares.

 

* The Reporting Persons may be deemed to beneficially own 1,330,990 Common Shares which constitute approximately 9.0% of the Issuer’s outstanding Common Shares (based on 14,726,960 Common Shares reported outstanding as of November 5, 2014 on the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2014). Boxer Capital has shared voting and dispositive power with regard to the Common Shares it owns directly. Boxer Management and Joseph Lewis each have shared voting and dispositive power with regard to the Common Shares owned directly by Boxer Capital. MVA has sole voting and dispositive power over the Common Shares owned by it. Aaron Davis has sole voting and dispositive power over the Common Shares he owns. Ivan Lieberburg has sole voting and dispositive power over the Common Shares he owns. Neither Boxer Capital, Boxer Management nor Mr. Lewis has any voting or dispositive power with regard to the Common Shares held by MVA, Aaron Davis, or Ivan Lieberburg.

 

Page 8 of 10


Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 10. Certification.

(c) 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 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.

Exhibits

1         Joint Filing Agreement, dated September 25, 2013, among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13G dated September 25, 2013).

 

Page 9 of 10


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.

 

    BOXER CAPITAL, LLC
Date: February 2, 2015     By:  

/s/ Aaron Davis

    Name:   Aaron Davis
    Title:   Authorized Signatory
    BOXER ASSET MANAGEMENT INC.
    By:  

/s/ Jefferson R. Voss

    Name:   Jefferson R. Voss
    Title:   Director
    AARON DAVIS
    By:  

/s/ Aaron Davis

      Aaron Davis, Individually
    IVAN LIEBERBURG
    By:  

/s/ Ivan Lieberburg

      Ivan Lieberburg, Individually
    JOSEPH LEWIS
    By:  

/s/ Joseph Lewis

      Joseph Lewis, Individually
    MVA Investors, LLC
    By:  

/s/ Chris Fuglesang

    Name:   Chris Fuglesang
    Title:   Authorized Signatory