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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
INSYS THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.0002145 par value per share
(Title of Class of Securities)
45824V209 (CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ |
Rule 13d-1(b) |
☐ |
Rule 13d-1(c) |
☒ |
Rule 13d-1(d) |
* 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).
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Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
☒ (1) | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person |
(1) This schedule is filed by John N. Kapoor Trust, dtd 9/20/89, of which Dr. Kapoor is the sole trustee and sole beneficiary; EJ Financial/NEO Management, L.P., of which Dr. Kapoor is Managing General Partner; and The John and Editha Kapoor Charitable Foundation, or the Charitable Foundation, of which Dr. Kapoor is a joint trustee. The persons and entities named in this footnote are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
(2) The percentage is based on an aggregate of 34,152,259 shares of common stock outstanding as of March 28, 2014.
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
☒ (1) | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
Number of |
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Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ | |||
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Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person |
(1) This schedule is filed by John N. Kapoor Trust, dtd 9/20/89, of which Dr. Kapoor is the sole trustee and sole beneficiary; EJ Financial/NEO Management, L.P., of which Dr. Kapoor is Managing General Partner; and The John and Editha Kapoor Charitable Foundation, or the Charitable Foundation, of which Dr. Kapoor is a joint trustee. The persons and entities named in this footnote are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
(2) Represents shares that Dr. Kapoor has the right to acquire within 60 days of March 28, 2014 pursuant to the exercise of stock options.
(3) The percentage is based on an aggregate of 34,152,259 shares of common stock outstanding as of March 28, 2014.
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
☒ (1) | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person |
(1) This schedule is filed by John N. Kapoor Trust, dtd 9/20/89, of which Dr. Kapoor is the sole trustee and sole beneficiary; EJ Financial/NEO Management, L.P., of which Dr. Kapoor is Managing General Partner; and The John and Editha Kapoor Charitable Foundation, or the Charitable Foundation, of which Dr. Kapoor is a joint trustee. The persons and entities named in this footnote are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
(2) The percentage is based on an aggregate of 34,152,259 shares of common stock outstanding as of March 28, 2014.
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
☐ | ||
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(b) |
☒ (1) | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person |
(1) This schedule is filed by John N. Kapoor Trust, dtd 9/20/89, of which Dr. Kapoor is the sole trustee and sole beneficiary; EJ Financial/NEO Management, L.P., of which Dr. Kapoor is Managing General Partner; and The John and Editha Kapoor Charitable Foundation, or the Charitable Foundation, of which Dr. Kapoor is a joint trustee. The persons and entities named in this footnote are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
(2) The percentage is based on an aggregate of 34,152,259 shares of common stock outstanding as of March 28, 2014.
Item 1(a). |
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Name of Issuer:
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Item 1(b). |
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Address of Issuer’s Principal Executive Offices: 1333 South Spectrum Blvd Suite 100 Chandler, AZ 85286 |
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Item 2(a). |
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Name of Person Filing:
John N. Kapoor Trust, dtd 9/20/89 John N. Kapoor EJ Financial/NEO Management, L.P. The John and Editha Kapoor Charitable Foundation |
Item 2(b). |
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Address of Principal Business Office, or, if none, Residence: 100 North Field Drive, Suite 150 Lake Forest, IL 60045 |
Item 2(c). |
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Citizenship: |
John N. Kapoor Trust, dtd 9/20/89 -- Illinois John N. Kapoor – U.S.A. EJ Financial/NEO Management, L.P. -- Illinois The John and Editha Kapoor Charitable Foundation -- Illinois | ||
Item 2(d). | Title of Class of Securities: Common Stock | |
Item 2(e). | CUSIP No.: 45824V209 | |
Item 3. | Not Applicable. |
Item 4. |
Ownership |
Entity |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership
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Percentage of Class (1) |
John N. Kapoor Trust, dtd 9/20/89 |
21,124,805 |
21,124,805 |
21,124,805 |
21,124,805 |
61.9% | ||
John N. Kapoor |
5,990 |
5,990 |
21,162,280 |
5,990 |
21,162,280 |
21,168,270 |
62% |
EJ Financial/NEO Management, L.P. |
28,144 |
28,144 |
28,144 |
28,144 |
0.08% | ||
The John and Editha Kapoor Charitable Foundation |
9,331 |
9,331 |
9,331 |
9,331 |
0.02% |
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐ | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable | |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable | |
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Item 8. |
Identification and Classification of Members of the Group |
See Exhibit 99.1 | |
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Item 9. |
Notice of Dissolution of Group |
Not applicable |
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.
Dated: August 14, 2014
/s/ John N. Kapoor |
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JOHN N. KAPOOR |
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JOHN N. KAPOOR TRUST, DTD 9/20/89 |
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EJ FINANCIAL/NEO MANAGMENT, L.P. | |||
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By: |
/s/ John N. Kapoor |
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By: |
/s/ John N. Kapoor |
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John N. Kapoor, Trustee |
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John N. Kapoor, Managing |
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General Partner |
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THE JOHN AND EDITHA KAPOOR CHARITABLE |
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By: | /s/ John N. Kapoor | ||||
John N. Kapoor, Joint Trustee |
EXHIBIT INDEX
Exhibit No. |
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99.1 |
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Agreement pursuant to 13d-1(k)(1) among John N. Kapoor, John N. Kapoor Trust, dtd 9/20/89, EJ Financial/NEO Management, L.P. and The John and Editha Kapoor Charitable Foundation. |
Exhibit 99.1
AGREEMENT
TO JOINTLY FILE
SCHEDULE 13G
Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.
Dated: August 14, 2014
/s/ John N. Kapoor |
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JOHN N. KAPOOR |
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JOHN N. KAPOOR TRUST, DTD 9/20/89 |
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EJ FINANCIAL/NEO MANAGMENT, L.P. | |||
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By: |
/s/ John N. Kapoor |
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By: |
/s/ John N. Kapoor |
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John N. Kapoor, Trustee |
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John N. Kapoor, Managing |
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General Partner |
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THE JOHN AND EDITHA KAPOOR CHARITABLE FOUNDATION |
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By: | /s/ John N. Kapoor | ||||
John N. Kapoor, Joint Trustee |