0001437749-14-021027.txt : 20141118 0001437749-14-021027.hdr.sgml : 20141118 20141118110310 ACCESSION NUMBER: 0001437749-14-021027 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141118 DATE AS OF CHANGE: 20141118 GROUP MEMBERS: EJ FINANCIAL/NEO MANAGEMENT, L.P. GROUP MEMBERS: JOHN & EDITHA KAPOOR CHARITABLE FOUNDATION GROUP MEMBERS: JOHN N. KAPOOR TRUST, DTD 9/20/89 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Insys Therapeutics, Inc. CENTRAL INDEX KEY: 0001516479 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 510327886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87828 FILM NUMBER: 141230862 BUSINESS ADDRESS: STREET 1: 10220 SOUTH 51ST STREET STREET 2: SUITE 2 CITY: PHOENIX STATE: AZ ZIP: 85044 BUSINESS PHONE: 602-910-2617 MAIL ADDRESS: STREET 1: 10220 SOUTH 51ST STREET STREET 2: SUITE 2 CITY: PHOENIX STATE: AZ ZIP: 85044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAPOOR JOHN N CENTRAL INDEX KEY: 0001033150 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 225 E DEERPATH RD STE 250 CITY: LAKE FOREST STATE: IL ZIP: 60045 SC 13G 1 kapo20140814_sc13g.htm SCHEDULE 13G insy20140814_sc13g.htm

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

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).

 

 
Page 1 of 10 pages
 

 

 

1

Names of Reporting Persons
John N. Kapoor Trust, dtd 9/20/89

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

☐

 

 

(b)

☒     (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Illinois

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:  

5

Sole Voting Power
21,124,805

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
21,124,805

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
21,124,805

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

 

11

Percent of Class Represented by Amount in Row (9)
61.9%(2)

 

 

12

Type of Reporting Person
OO

 

(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.

 

 
2 
 

 

 

1

Names of Reporting Persons
John N. Kapoor

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

☐

 

 

(b)

☒     (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:  

5

Sole Voting Power
5,990(2)

 

6

Shared Voting Power
21,162,280 

 

7

Sole Dispositive Power
5,990(2)

 

8

Shared Dispositive Power
21,162,280 

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
21,168,270

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

 

11

Percent of Class Represented by Amount in Row (9)
62.0%(3)

 

 

12

Type of Reporting Person
IN

 

(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.

 

 
 
 

 

 

1

Names of Reporting Persons
EJ Financial/NEO Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

☐

 

 

(b)

☒     (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Illinois

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:  

5

Sole Voting Power
0

 

6

Shared Voting Power
28,144

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
28,144

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,144

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

 

11

Percent of Class Represented by Amount in Row (9)
0.1%(2)

 

 

12

Type of Reporting Person
PN

 

(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.

 

 
 
 

 

 

1

Names of Reporting Persons
The John and Editha Kapoor Charitable Foundation

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

☐

 

 

(b)

☒     (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Illinois

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:  

5

Sole Voting Power
0

 

6

Shared Voting Power
9,331

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
9,331

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,331

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

 

11

Percent of Class Represented by Amount in Row (9)
0.1%(2)

 

 

12

Type of Reporting Person
OO

 

(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).

 

Name of Issuer:
Insys Therapeutics, Inc.

 

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:

1333 South Spectrum Blvd

Suite 100

Chandler, AZ 85286

 

Item 2(a).

 

Name of Person Filing:
This Schedule 13G is being jointly filed by:

 

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).

 

Address of Principal Business Office, or, if none, Residence:
c/o EJ Financial Enterprises, Inc.

100 North Field Drive, Suite 150

Lake Forest, IL 60045

Item 2(c).

 

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

 

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: ☐

 

 

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 or Control Person

Not applicable

 

 

Item 8.

Identification and Classification of Members of the Group

See Exhibit 99.1

 

 

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 

 

JOHN N. KAPOOR

 




JOHN N. KAPOOR TRUST, DTD 9/20/89 

 

EJ FINANCIAL/NEO MANAGMENT, L.P.  

 

 

 

 

 

 

By: 

/s/ John N. Kapoor 

 

By: 

/s/ John N. Kapoor 

 

 

John N. Kapoor, Trustee 

 

 

John N. Kapoor, Managing 

 

 

 

 

 

General Partner 

 

           

THE JOHN AND EDITHA KAPOOR CHARITABLE
FOUNDATION

      
           
           
By: /s/ John N. Kapoor        
  John N. Kapoor, Joint Trustee        

 

 
 
 

  

EXHIBIT INDEX

 

Exhibit No.

 

 

 

 

 

99.1

 

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.

 EX-99 2 ex99-1.htm EXHIBIT 99.1 insy20140814_sc13g.htm

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 

 

JOHN N. KAPOOR

 




JOHN N. KAPOOR TRUST, DTD 9/20/89 

 

EJ FINANCIAL/NEO MANAGMENT, L.P.  

 

 

 

 

 

 

By: 

/s/ John N. Kapoor 

 

By: 

/s/ John N. Kapoor 

 

 

John N. Kapoor, Trustee 

 

 

John N. Kapoor, Managing 

 

 

 

 

 

General Partner 

 

           
THE JOHN AND EDITHA KAPOOR CHARITABLE
FOUNDATION 		     
           
           
By: /s/ John N. Kapoor        
  John N. Kapoor, Joint Trustee