0001193125-12-289880.txt : 20120629 0001193125-12-289880.hdr.sgml : 20120629 20120629160544 ACCESSION NUMBER: 0001193125-12-289880 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120629 DATE AS OF CHANGE: 20120629 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESHELMAN FREDRIC N CENTRAL INDEX KEY: 0001033409 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: PPD INC STREET 2: 929 NORTH FRONT STREET CITY: WILMINGTON STATE: NC ZIP: 28401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Furiex Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001484478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 271197863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85529 FILM NUMBER: 12936127 BUSINESS ADDRESS: STREET 1: 3900 PARAMOUNT PARKWAY STREET 2: SUITE 150 CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-456-7800 MAIL ADDRESS: STREET 1: 3900 PARAMOUNT PARKWAY STREET 2: SUITE 150 CITY: MORRISVILLE STATE: NC ZIP: 27560 FORMER COMPANY: FORMER CONFORMED NAME: PPD Therapeutics, Inc. DATE OF NAME CHANGE: 20100218 SC 13D/A 1 d377063dsc13da.htm SCHEDULE 13D AMENDMENT NO. 12 Schedule 13D Amendment No. 12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

 

 

FURIEX PHARMACEUTICALS, INC.

(Name of Issuer)

 

 

Common Stock, $0.001 Par Value

(Title of Class of Securities)

36106P101

(CUSIP Number)

 

Fredric N. Eshelman

300 North Third Street, Suite 110

Wilmington, NC 28401

 

with a copy to:

Stephen Fraidin, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 21, 2012

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule l3G 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.  x

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 (“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. 36106P101  
No.  

 

  1.   

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):

 

Fredric N. Eshelman

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions):

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

 

    Not Applicable

  6.  

Citizenship or Place of Organization:

 

    United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power:

 

    2,666,361*

     8.   

Shared Voting Power:

 

    174,495*

     9.   

Sole Dispositive Power:

 

    2,666,361*

   10.   

Shared Dispositive Power:

 

    174,495*

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    2,840,856*

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

    Not Applicable

13.

 

Percent of Class Represented by Amount in Row (11):

 

    28.6%*

14.

 

Type of Reporting Person (See Instructions):

 

    IN

 

* 2,840,856 shares includes 2,666,361 shares directly held by Fredric N. Eshelman (the “Reporting Person”); 41,666 shares held in a grantor retained annuity trust; 132,689 shares held by Elk Mountain Consulting, LLC, a member-managed Wyoming limited liability company (“Elk Mountain”), Iron Bar Holdings, LLC, member, itself a manager-managed LLC, sole member and manager Fredric N. Eshelman; and 140 shares held by the Reporting Person’s spouse. The 2,840,856 shares do not include 164,689 options to acquire shares held by Elk Mountain which cannot be exercised in the next 60 days. The Reporting Person has sole voting and dispositive power for 2,666,361 shares. The Reporting Person has shared voting and dispositive power over the 132,689 shares held by Elk Mountain Consulting, LLC (not including 164,689 options to acquire shares held by Elk Mountain which cannot be exercised in the next 60 days) and the Reporting Person may be deemed to have shared voting and dispositive powers as to the 140 shares held by his spouse and the 41,666 shares held by the grantor retained annuity trust. The percent of class represented by amount in row (11) is based on 9,949,422 shares of common stock outstanding as of April 30, 2012, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012 filed with the Securities and Exchange Commission on May 5, 2012.

 

2


Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, this Amendment No. 12 (this “Amendment No. 12”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on May 3, 2011 (the “Original 13D”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on May 23, 2011 (the “Amendment No. 1”), Amendment No. 2 to the Original 13D filed with the SEC on May 27, 2011 (the “Amendment No. 2”), Amendment No. 3 to the Original 13D filed with the SEC on November 9, 2011 (the “Amendment No. 3”), Amendment No. 4 to the Original 13D filed with the SEC on November 15, 2011 (the “Amendment No. 4”), Amendment No. 5 to the Original 13D filed with the SEC on December 5, 2011 (the “Amendment No. 5”), Amendment No. 6 to the Original 13D filed with the SEC on December 15, 2011 (the “Amendment No. 6”), Amendment No. 7 to the Original 13D filed with the SEC on February 17, 2012 (the “Amendment No. 7”), Amendment No. 8 to the Original 13D filed with the SEC on March 13, 2012 (the “Amendment No. 8”), Amendment No. 9 to the Original 13D filed with the SEC on May 25, 2012 (the “Amendment No. 9”), Amendment No. 10 to the Original 13D filed with the SEC on May 31, 2012 (the “Amendment No. 10”), and Amendment No. 11 to the Original 13D filed with the SEC on June 6, 2012 (the “Amendment No. 11”, together with this Amendment No. 12, the Original 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, the Amendment No. 5, the Amendment No. 6, the Amendment No. 7, the Amendment No. 8, the Amendment No. 9, and the Amendment No. 10, the “Schedule 13D”) as described below.

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

Based upon the information provided by the Company there were 9,949,422 Shares issued and outstanding as of April 30, 2012. As of the date hereof, the Reporting Person beneficially owns 2,840,856 Shares (or 28.6 percent of the Shares issued and outstanding as of April 30, 2012) including 2,666,361 Shares directly held by the Reporting Person, 41,666 Shares held in a grantor retained annuity trust; 132,689 Shares held by Elk Mountain, and 140 shares held by the Reporting Person’s spouse. The 2,840,856 Shares do not include 164,689 options to acquire Shares held by Elk Mountain which cannot be exercised in the next 60 days. The Reporting Person has sole voting and dispositive power for 2,666,361 Shares. The Reporting Person has shared voting and dispositive power over the 132,689 Shares held by Elk Mountain (not including 164,689 options to acquire shares held by Elk Mountain which cannot be exercised in the next 60 days) and the Reporting Person may be deemed to have shared voting and dispositive powers as to the 140 Shares held by his spouse and the 41,666 Shares held by the grantor retained annuity trust.

Other than the transactions set forth below, from the date of the filing of the Amendment No. 11 through June 27, 2012, there were no transactions effected in the Shares, or securities convertible into, exercisable for or exchangeable for the Shares, by the Reporting Person.

 

Date

   Type of
Transaction
   Number
of
Shares
   Security Type    Price per Share ($)  

6/13/2012

   Purchase    44,193    Shares    $ 18.33   

6/14/2012

   Purchase    34,133    Shares    $ 19.04   

 

3


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.

 

June 28, 2012
  /s/ Fredric N. Eshelman
  Fredric N. Eshelman

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

4