SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No. 1)
ZS Pharma, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per
share
(Title of Class of Securities)
98979G 105
(CUSIP Number)
Adiah Ferron Reid
1800 Concord Pike
Wilmington, DE 19850-5437
Telephone: (302) 886-3000
Copies to:
Marc O. Williams, Esq.
Brian Wolfe, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (302) 886-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November
5, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Page 2 of 12 Pages
1. |
Name of Reporting Person
AstraZeneca PLC | |||
2. |
Check the Appropriate Box if a Member of a Group
(a): ☒ (b): ☐ | |||
3. | SEC Use Only
| |||
4. |
Source of Funds (See Instructions)
OO | |||
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
N/A | |||
6. |
Citizenship or Place of Organization
England and Wales | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
8. |
Shared Voting Power
6,245,661(1) | |||
9. |
Sole Dispositive Power
0 | |||
10. |
Shared Dispositive Power
0 | |||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,245,661(1) | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ | |||
13. |
Percent of Class Represented by Amount in Row (11)
24.7%(2) | |||
14. |
Type of Reporting Person
HC | |||
(1) | Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(2) | The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented
in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D). |
Page 3 of 12 Pages
1. |
Name of Reporting Person
AstraZeneca Intermediate Holdings Limited | |||
2. |
Check the Appropriate Box if a Member of a Group
(a): ☒ (b): ☐ | |||
3. | SEC Use Only
| |||
4. |
Source of Funds (See Instructions)
OO | |||
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
N/A | |||
6. |
Citizenship or Place of Organization
United Kingdom | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
8. |
Shared Voting Power
6,245,661(1) | |||
9. |
Sole Dispositive Power
0 | |||
10. |
Shared Dispositive Power
0 | |||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,245,661(1) | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ | |||
13. |
Percent of Class Represented by Amount in Row (11)
24.7%(2) | |||
14. |
Type of Reporting Person
HC | |||
(1) | Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(2) | The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D). |
Page 4 of 12 Pages
1. |
Name of Reporting Person
AstraZeneca UK Limited | |||
2. |
Check the Appropriate Box if a Member of a Group
(a): ☒ (b): ☐ | |||
3. | SEC Use Only
| |||
4. |
Source of Funds (See Instructions)
OO | |||
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
N/A | |||
6. |
Citizenship or Place of Organization
United Kingdom | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
8. |
Shared Voting Power
6,245,661(1) | |||
9. |
Sole Dispositive Power
0 | |||
10. |
Shared Dispositive Power
0 | |||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,245,661(1) | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ | |||
13. |
Percent of Class Represented by Amount in Row (11)
24.7%(2) | |||
14. |
Type of Reporting Person
HC | |||
(1) | Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(2) | The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D). |
Page 5 of 12 Pages
1. |
Name of Reporting Person
AstraZeneca Treasury Limited | |||
2. |
Check the Appropriate Box if a Member of a Group
(a): ☒ (b): ☐ | |||
3. | SEC Use Only
| |||
4. |
Source of Funds (See Instructions)
OO | |||
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
N/A | |||
6. |
Citizenship or Place of Organization
United Kingdom | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
8. |
Shared Voting Power
6,245,661(1) | |||
9. |
Sole Dispositive Power
0 | |||
10. |
Shared Dispositive Power
0 | |||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,245,661(1) | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ | |||
13. |
Percent of Class Represented by Amount in Row (11)
24.7%(2) | |||
14. |
Type of Reporting Person
CO | |||
(1) | Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(2) | The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D). |
Page 6 of 12 Pages
1. |
Name of Reporting Person
AstraZeneca Holdings BV | |||
2. |
Check the Appropriate Box if a Member of a Group
(a): ☒ (b): ☐ | |||
3. | SEC Use Only
| |||
4. |
Source of Funds (See Instructions)
OO | |||
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
N/A | |||
6. |
Citizenship or Place of Organization
Netherlands | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
8. |
Shared Voting Power
6,245,661(1) | |||
9. |
Sole Dispositive Power
0 | |||
10. |
Shared Dispositive Power
0 | |||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,245,661(1) | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ | |||
13. |
Percent of Class Represented by Amount in Row (11)
24.7%(2) | |||
14. |
Type of Reporting Person
HC | |||
(1) | Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(2) | The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D). |
Page 7 of 12 Pages
1. |
Name of Reporting Person
Zeneca Holdings, Inc. | |||
2. |
Check the Appropriate Box if a Member of a Group
(a): ☒ (b): ☐ | |||
3. | SEC Use Only
| |||
4. |
Source of Funds (See Instructions)
OO | |||
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
N/A | |||
6. |
Citizenship or Place of Organization
Delaware | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
8. |
Shared Voting Power
6,245,661(1) | |||
9. |
Sole Dispositive Power
0 | |||
10. |
Shared Dispositive Power
0 | |||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,245,661(1) | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ | |||
13. |
Percent of Class Represented by Amount in Row (11)
24.7%(2) | |||
14. |
Type of Reporting Person
CO | |||
(1) | Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(2) | The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D). |
Page 8 of 12 Pages
1. |
Name of Reporting Person
Zeneca, Inc. | |||
2. |
Check the Appropriate Box if a Member of a Group
(a): ☒ (b): ☐ | |||
3. | SEC Use Only
| |||
4. |
Source of Funds (See Instructions)
OO | |||
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
N/A | |||
6. |
Citizenship or Place of Organization
Delaware | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
8. |
Shared Voting Power
6,245,661(1) | |||
9. |
Sole Dispositive Power
0 | |||
10. |
Shared Dispositive Power
0 | |||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,245,661(1) | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ | |||
13. |
Percent of Class Represented by Amount in Row (11)
24.7%(2) | |||
14. |
Type of Reporting Person
CO | |||
(1) | Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(2) | The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D). |
Page 9 of 12 Pages
1. |
Name of Reporting Person
Zanzibar Acquisition Corp. | |||
2. |
Check the Appropriate Box if a Member of a Group
(a): ☒ (b): ☐ | |||
3. | SEC Use Only
| |||
4. |
Source of Funds (See Instructions)
OO | |||
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
N/A | |||
6. |
Citizenship or Place of Organization
Delaware | |||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
8. |
Shared Voting Power
6,245,661(1) | |||
9. |
Sole Dispositive Power
0 | |||
10. |
Shared Dispositive Power
0 | |||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,245,661(1) | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ | |||
13. |
Percent of Class Represented by Amount in Row (11)
24.7%(2) | |||
14. |
Type of Reporting Person
CO | |||
(1) | Beneficial ownership of the Common Stock of Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 of this Schedule 13D and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(2) | The calculation of this percentage is based on 25,268,932 shares of Common Stock outstanding as of November 5, 2015 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D). |
Page 10 of 12 Pages
Amendment No. 1 to Schedule 13D
Introductory Statement
This Amendment No. 1 on Schedule 13D (“Amendment No. 1”) amends the Schedule 13D filed jointly on behalf of Zanzibar Acquisition Corp., Zeneca, Inc., Zeneca Holdings, Inc., AstraZeneca Holdings BV, AstraZeneca Treasury Limited, AstraZeneca UK Limited, AstraZeneca Intermediate Holdings Limited, and Astra Zeneca PLC on November 13, 2015 (the “Schedule 13D”). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.
Item 3. Source and Amount of Funds
The first sentence of the third paragraph of Item 3 is hereby amended and restated in its entirety as follows:
“Concurrently with the execution of the Merger Agreement, each of Alta Partners VIII, L.P., Devon Park Bioventures, L.P., Devon Park Associates, L.P., Sofinnova Venture Partners VIII, L.P., D. Jeffrey Keyser and Alvaro Guillem (each, a “Supporting Stockholder”) entered into a tender and support agreement, dated November 5, 2015, with Issuer, Parent and Purchaser (the “Tender and Support Agreement”).”
Page 11 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.
Date: November 20, 2015
ZANZIBAR ACQUISITION CORP. | ||
By: |
/s/ David E. White | |
Name: | David E. White | |
Title: | Treasurer |
ZENECA, INC. | ||
By: |
/s/ David E. White | |
Name: | David E. White | |
Title: | Treasurer |
ASTRAZENECA PLC | ||
By: |
/s/ Adrian Kemp | |
Name: | Adrian Kemp | |
Title: | Company Secretary |
Page 12 of 12 Pages
SIGNATURES (CONT.)
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.
Date: November 20, 2015
ZENECA HOLDINGS, INC. | ||
By: |
/s/ David E. White
| |
Name: | David E. White | |
Title: | Treasurer |
ASTRAZENECA HOLDINGS BV | ||
By: |
/s/ J.A.M. van Opdorp
| |
Name: | J.A.M. van Opdorp | |
Title: | Managing Director |
ASTRAZENECA TREASURY LIMITED | ||
By: |
/s/ Adrian Kemp
| |
Name: | Adrian Kemp | |
Title: | Company Secretary |
ASTRAZENECA UK LIMITED | ||
By: |
/s/ Adrian Kemp
| |
Name: | Adrian Kemp | |
Title: | Company Secretary |
ASTRAZENECA INTERMEDIATE HOLDINGS LIMITED | ||
By: |
/s/ Marc Dunoyer
| |
Name: | Marc Dunoyer | |
Title: | Director |