Vivus, Inc.
|
||||
(Name of Issuer)
|
||||
Common Stock, par value $0.001 per share
|
||||
(Title of Class of Securities)
|
||||
928551100
|
||||
(CUSIP Number)
|
||||
August 13, 2015
|
||||
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 928551100
|
13G
|
Page 2 of 15 Pages
|
1
|
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
Van Herk Investments B.V.
|
||
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:
The Netherlands
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
5,470,799
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
5,470,799
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,470,799
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.3%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 928551100
|
13G
|
Page 3 of 15 Pages
|
1
|
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
Van Herk Private Equity Investments B.V.
|
||
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:
The Netherlands
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
5,470,799
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
5,470,799
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,470,799
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.3%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 928551100
|
13G
|
Page 4 of 15 Pages
|
1
|
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
A. van Herk Holding B.V.
|
||
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:
The Netherlands
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
5,470,799
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
5,470,799
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,470,799
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.3%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 928551100
|
13G
|
Page 5 of 15 Pages
|
1
|
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
Onroerend Goed Beheer- en Beleggingsmaatschappij A. van Herk B.V.
|
||
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:
The Netherlands
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
5,470,799
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
5,470,799
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,470,799
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.3%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 928551100
|
13G
|
Page 6 of 15 Pages
|
1
|
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
Van Herk Management Services B.V.
|
||
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:
The Netherlands
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
5,470,799
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
5,470,799
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,470,799
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.3%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 928551100
|
13G
|
Page 7 of 15 Pages
|
1
|
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
Adrianus van Herk
|
||
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:
The Netherlands
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
5,470,799
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
5,470,799
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,470,799
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.3%
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 928551100
|
13G
|
Page 8 of 15 Pages
|
(a)
|
Name of Issuer:
|
(b)
|
Address of Issuer's Principal Executive Offices:
|
(a)
|
Names of Persons Filing:
|
(b)
|
Address of Principal Business Office or, if none, Residence:
|
(c)
|
Citizenship:
|
(d)
|
Title of Class of Securities:
|
(e)
|
CUSIP Number:
|
CUSIP No. 928551100
|
13G
|
Page 9 of 15 Pages
|
(a)
|
Amount beneficially owned: 5,470,799
|
(b)
|
Percent of class: 5.3% (The percentages used in this statement are calculated based upon the 104,024,069 shares of Common Stock, par value $0.001 per share, issued and outstanding as of July 27, 2015, as reported by Vivus, Inc. in its Form 10-Q filed on August 3, 2015 with the Securities and Exchange Commission.)
|
(c)
|
Number of shares as to which such person has:
|
i.
|
Sole power to vote or direct the vote: 5,470,799
|
ii.
|
Shared power to vote or direct the vote: 0
|
iii.
|
Sole power to dispose or direct the disposition of: 5,470,799
|
iv.
|
Shared power to dispose or direct the disposition of: 0
|
i.
|
Sole power to vote or direct the vote: 0
|
ii.
|
Shared power to vote or direct the vote: 5,470,799
|
iii.
|
Sole power to dispose or direct the disposition of: 0
|
CUSIP No. 928551100
|
13G
|
Page 10 of 15 Pages
|
iv.
|
Shared power to dispose or direct the disposition of: 5,470,799
|
i.
|
Sole power to vote or direct the vote: 0
|
ii.
|
Shared power to vote or direct the vote: 5,470,799
|
iii.
|
Sole power to dispose or direct the disposition of: 0
|
iv.
|
Shared power to dispose or direct the disposition of: 5,470,799
|
i.
|
Sole power to vote or direct the vote: 0
|
ii.
|
Shared power to vote or direct the vote: 5,470,799
|
iii.
|
Sole power to dispose or direct the disposition of: 0
|
iv.
|
Shared power to dispose or direct the disposition of: 5,470,799
|
i.
|
Sole power to vote or direct the vote: 0
|
ii.
|
Shared power to vote or direct the vote: 5,470,799
|
iii.
|
Sole power to dispose or direct the disposition of: 0
|
iv.
|
Shared power to dispose or direct the disposition of: 5,470,799
|
i.
|
Sole power to vote or direct the vote: 0
|
ii.
|
Shared power to vote or direct the vote: 5,470,799
|
iii.
|
Sole power to dispose or direct the disposition of: 0
|
iv.
|
Shared power to dispose or direct the disposition of: 5,470,799
|
CUSIP No. 928551100
|
13G
|
Page 11 of 15 Pages
|
CUSIP No. 928551100
|
13G
|
Page 12 of 15 Pages
|
VAN HERK INVESTMENTS B.V.
|
|||
|
By:
|
/s/ Adrianus van Herk | |
Name: Adrianus van Herk | |||
Title: Authorized Person
|
|||
VAN HERK PRIVATE EQUITY INVESTMENTS B.V.
|
|||
|
By:
|
/s/ Adrianus van Herk | |
Name: Adrianus van Herk | |||
Title: Authorized Person
|
|||
A. VAN HERK HOLDING B.V. | |||
|
By:
|
/s/ Adrianus van Herk | |
Name: Adrianus van Herk | |||
Title: Authorized Person
|
|||
ONROEREND GOED BEHEER- EN
BELEGGINGSMAATSCHAPPIJ A. VAN HERK B.V.
|
|||
|
By:
|
/s/ Adrianus van Herk | |
Name: Adrianus van Herk | |||
Title: Authorized Person
|
|||
VAN HERK MANAGEMENT SERVICES B.V.
|
|||
|
By:
|
/s/ Adrianus van Herk | |
Name: Adrianus van Herk | |||
Title: Authorized Person
|
|||
|
/s/ Adrianus van Herk | |
ADRIANUS VAN HERK | ||
|
||
CUSIP No. 928551100
|
13G
|
Page 13 of 15 Pages
|
Exhibit
Number
|
Title
|
|
99.1
|
Joint Filing Agreement, dated August 24, 2015, by and among the Reporting Persons, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
CUSIP No. 928551100
|
13G
|
Page 14 of 15 Pages
|
CUSIP No. 928551100
|
13G
|
Page 15 of 15 Pages
|
VAN HERK INVESTMENTS B.V.
|
|||
|
By:
|
/s/ Adrianus van Herk | |
Name: Adrianus van Herk | |||
Title: Authorized Person
|
|||
VAN HERK PRIVATE EQUITY INVESTMENTS B.V.
|
|||
|
By:
|
/s/ Adrianus van Herk | |
Name: Adrianus van Herk | |||
Title: Authorized Person
|
|||
A. VAN HERK HOLDING B.V. | |||
|
By:
|
/s/ Adrianus van Herk | |
Name: Adrianus van Herk | |||
Title: Authorized Person
|
|||
ONROEREND GOED BEHEER- EN
BELEGGINGSMAATSCHAPPIJ A. VAN HERK B.V.
|
|||
|
By:
|
/s/ Adrianus van Herk | |
Name: Adrianus van Herk | |||
Title: Authorized Person
|
|||
VAN HERK MANAGEMENT SERVICES B.V.
|
|||
|
By:
|
/s/ Adrianus van Herk | |
Name: Adrianus van Herk | |||
Title: Authorized Person
|
|||
|
/s/ Adrianus van Herk | |
ADRIANUS VAN HERK | ||
|
||