0001104659-16-093413.txt : 20160203 0001104659-16-093413.hdr.sgml : 20160203 20160203085829 ACCESSION NUMBER: 0001104659-16-093413 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160203 DATE AS OF CHANGE: 20160203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Anthera Pharmaceuticals Inc CENTRAL INDEX KEY: 0001316175 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201852016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85368 FILM NUMBER: 161383312 BUSINESS ADDRESS: STREET 1: 25801 INDUSTRIAL BOULEVARD, SUITE B CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: (510) 856-5600 MAIL ADDRESS: STREET 1: 25801 INDUSTRIAL BOULEVARD, SUITE B CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zenyaku Kogyo Co., Ltd. CENTRAL INDEX KEY: 0001630202 IRS NUMBER: 980336168 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6-15, OTSUKA 5-CHOME, BUNKYO-KU CITY: TOKYO STATE: M0 ZIP: 112-8650 BUSINESS PHONE: 81-3-3946-1111 MAIL ADDRESS: STREET 1: 6-15, OTSUKA 5-CHOME, BUNKYO-KU CITY: TOKYO STATE: M0 ZIP: 112-8650 SC 13G/A 1 a16-2965_1sc13ga.htm 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)*

 

Anthera Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

03674U201

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 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. 03674U201

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Zenyaku Kogyo Co., Ltd.
98-0336168

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Japan

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,946,810

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
2,946,810

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,946,810

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.39%*

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


 

 

* This percentage is calculated based upon 39,875,405 shares of the Issuer’s common stock outstanding, as set forth in the Issuer’s Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015.

 

2



 

CUSIP No. 003674U201

 

Item 1.

 

(a)

Name of Issuer
Anthera Pharmaceuticals, Inc.

 

Item 2.

 

(a)

Name of Person Filing
Zenyaku Kogyo Co., Ltd.

 

(b)

Address of the Principal Office or, if none, Residence
6-15, Otsuka 5-chome, Bunkyo-ku, Tokyo, Japan  112-8650

 

(c)

Citizenship
Japan

 

(d)

Title of Class of Securities
Common Stock, par value $0.001 per share

 

(e)

CUSIP No.
03674U201

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3



 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

2,946,810

 

(b)

Percent of class:   

7.39%*

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

2,946,810

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

2,946,810

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

 

 

 


 

 

 

* This percentage is calculated based upon 39,875,405 shares of the Issuer’s common stock outstanding, as set forth in the Issuer’s Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015.

 

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

N/A

Instruction. Dissolution of a group requires a response to this item.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

 

Item 8.

Identification and Classification of Members of the Group.

N/A

 

Item 9.

Notice of Dissolution of Group.

N/A

 

4



 

CUSIP No. 03674U201

13G

 

 

Item 10.

Certification.

(b)         The following certification shall be included if the statement is filed pursuant to §240.13d-1(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 of 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.

 

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.

 

 

 

February 2, 2016

 

Date

 

 

 

ZENYAKU KOGYO CO., LTD.

 

 

 

 

 

By:

/s/ Koichi Hashimoto

 

 

Signature

 

 

 

Koichi Hashimoto, President and Chief Executive Officer

 

Name/Title

 

5