| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
QLT INC/BC [ NVLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/29/2016 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 Shares, without par value | 11/29/2016 | A | 4,472,940 | A | (1) | 9,742,771 | I | See Footnote(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 | ||||||||
| Warrants for Common Shares (Right to Buy) | $0.00 | 11/29/2016 | A | 2,840,909 | (3) | 11/29/2026 | Common Shares | 2,840,909 | (4) | 2,840,909 | I | See Footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Received in exchange for 4,361,291 shares of Aegerion Pharmaceuticals, Inc. ("Aegerion") common stock pursuant to the Agreement and Plan of Merger, dated as of June 14, 2016, by and among the Issuer, Aegerion and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into Aegerion, effective November 29, 2016. On the date prior to the effective time of the merger, the closing price of Aegerion's common stock was $1.87 per share and the closing price of the Issuer's common shares was $1.83 per share. |
| 2. The securities are held in the account of Broadfin Healthcare Master Fund, Ltd. ("Broadfin"), a private investment fund managed by Broadfin Capital, LLC and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Each of Broadfin Capital, LLC, Broadfin and Kevin Kotler disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| 3. The securities are fully paid-up warrants to acquire common shares of the Issuer, pursuant to the Warrant Certificate, dated November 29, 2016 (the "Warrant Certificate"), by and between the Issuer and Broadfin, and the Unit Subscription Agreement, dated June 14, 2016 (the "Unit Subscription Agreement"), by and among the Issuer, Broadfin and the Investors (as defined in the Unit Subscription Agreement), as amended as applied to Broadfin on September 9, 2016, whereby Broadfin may acquire up to 2,840,909 common shares of the Issuer by exercising the warrants, provided that Broadfin may not exercise the warrants where Broadfin would own in excess of the Beneficial Ownership Limitation (as defined in the Warrant Certificate) after such exercise. Broadfin may increase or decrease the Beneficial Ownership Limitation upon 61 days' notice to the Issuer. |
| 4. The securities are fully paid, as reflected in the Warrant Certificate. |
| /s/ Kevin Kotler | 12/01/2016 | |
| Broadfin Healthcare Master Fund Ltd., by: /s/ Kevin Kotler, Director | 12/01/2016 | |
| Broadfin Capital, LLC, by: /s/ Kevin Kotler, Managing Member | 12/01/2016 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||