SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Capital Royalty L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Valeritas Holdings Inc. [ VLRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/16/2018 P 4,224,605 A (1) 4,801,291 I By Capital Royalty Partners II L.P.(2)
Common Stock 11/16/2018 P 1,264,997 A (1) 1,475,770 I By Capital Royalty Partners II (Cayman) L.P.(2)
Common Stock 11/16/2018 P 7,427,065 A (1) 8,072,123 I By Capital Royalty Partners II Parallel Fund "A" L.P.(2)
Common Stock 11/16/2018 P 2,083,333 A (1) 4,770,394 I By Capital Royalty Partners II Parallel Fund "B" (Cayman) L.P.(2)
Common Stock 1,066,390 I By Parallel Investment Opportunities Partners II, L.P.(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Warrant $0.6 11/16/2018 P 4,224,605 11/16/2018 11/16/2023 Common Stock 4,224,605 (1) 4,224,605 I By Capital Royalty Partners II L.P.(2)
Series A Warrant $0.6 11/16/2018 P 1,264,997 11/16/2018 11/16/2023 Common Stock 1,264,997 (1) 1,264,997 I By Capital Royalty Partners II (Cayman) L.P.(2)
Series A Warrant $0.6 11/16/2018 P 7,427,065 11/16/2018 11/16/2023 Common Stock 7,427,065 (1) 7,427,065 I By Capital Royalty Partners II Parallel Fund "A" L.P.(2)
Series A Warrant $0.6 11/16/2018 P 2,083,333 11/16/2018 11/16/2023 Common Stock 2,083,333 (1) 2,083,333 I By Capital Royalty Partners II Parallel Fund "B" (Cayman) L.P.(2)
Series B Warrant $0.48 11/16/2018 P 4,224,605 11/16/2018 11/16/2023 Common Stock 4,224,605 (1) 4,224,605 I By Capital Royalty Partners II L.P.(2)
Series B Warrant $0.48 11/16/2018 P 1,264,997 11/16/2018 11/16/2023 Common Stock 1,264,997 (1) 1,264,997 I By Capital Royalty Partners II (Cayman) L.P.(2)
Series B Warrant $0.48 11/16/2018 P 7,427,065 11/16/2018 11/16/2023 Common Stock 7,427,065 (1) 7,427,065 I By Capital Royalty Partners II Parallel Fund "A" L.P.(2)
Series B Warrant $0.48 11/16/2018 P 2,083,333 11/16/2018 11/16/2023 Common Stock 2,083,333 (1) 2,083,333 I By Capital Royalty Partners II Parallel Fund "B" (Cayman) L.P.(2)
1. Name and Address of Reporting Person*
Capital Royalty L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CAPITAL ROYALTY PARTNERS II L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CAPITAL ROYALTY PARTNERS II - PARALLEL FUND (A) L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II, L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Capital Royalty Partners II Parallel Fund B (Cayman) L.P.

(Last) (First) (Middle)
1000 MAIN ST.
SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each share of Common Stock of the Issuer was sold together with one Series A warrant and one Series B warrant for $0.48.
2. CR Group L.P. (formerly known as Capital Royalty L.P.) serves as the investment manager for Capital Royalty Partners II L.P., Capital Royalty Partners II (Cayman) L.P., Capital Royalty Partners II Parallel Fund "A" L.P., Capital Royalty Partners II Parallel Fund "B" (Cayman) L.P. and Parallel Investment Opportunities Partners II, L.P.
Remarks:
/s/ Andrei Dorenbaum, authorized signatory for Capital Royalty and each of the Funds 11/20/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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