0001140361-18-004826.txt : 20180202
0001140361-18-004826.hdr.sgml : 20180202
20180202173300
ACCESSION NUMBER: 0001140361-18-004826
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180201
FILED AS OF DATE: 20180202
DATE AS OF CHANGE: 20180202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: First Eagle Value in Biotechnology Master Fund, Ltd.
CENTRAL INDEX KEY: 0001457518
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36480
FILM NUMBER: 18572051
BUSINESS ADDRESS:
STREET 1: C/O ASB ADVISERS, LLC, GENERAL COUNSEL
STREET 2: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
BUSINESS PHONE: 1 212- 698-3000
MAIL ADDRESS:
STREET 1: C/O ASB ADVISERS, LLC, GENERAL COUNSEL
STREET 2: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 21 APRIL FUND, L.P.
CENTRAL INDEX KEY: 0001459688
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36480
FILM NUMBER: 18572050
BUSINESS ADDRESS:
STREET 1: FIRST EAGLE INVESTMENT MANAGEMENT, LLC
STREET 2: 1345 AVENUE OF THE AMERICAS, 44TH FLOOR
CITY: New York
STATE: NY
ZIP: 10105
BUSINESS PHONE: 212-698-3101
MAIL ADDRESS:
STREET 1: FIRST EAGLE INVESTMENT MANAGEMENT, LLC
STREET 2: 1345 AVENUE OF THE AMERICAS, 44TH FLOOR
CITY: New York
STATE: NY
ZIP: 10105
FORMER NAME:
FORMER CONFORMED NAME: 21 APRIL FUND LP
DATE OF NAME CHANGE: 20090325
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 21 APRIL FUND, LTD.
CENTRAL INDEX KEY: 0001459708
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36480
FILM NUMBER: 18572052
BUSINESS ADDRESS:
STREET 1: Citco Fund Services (Cayman Islands) Ltd
STREET 2: Regatta Office Park West Bay Road
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1205
BUSINESS PHONE: 345-949-3977
MAIL ADDRESS:
STREET 1: Citco Fund Services (Cayman Islands) Ltd
STREET 2: Regatta Office Park West Bay Road
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1205
FORMER NAME:
FORMER CONFORMED NAME: 21 APRIL FUND LTD
DATE OF NAME CHANGE: 20090325
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: First Eagle Investment Management, LLC
CENTRAL INDEX KEY: 0001325447
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36480
FILM NUMBER: 18572053
BUSINESS ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
BUSINESS PHONE: 212-698-3300
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
FORMER NAME:
FORMER CONFORMED NAME: Arnhold & S. Bleichroeder Advisers, LLC
DATE OF NAME CHANGE: 20050429
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ARADIGM CORP
CENTRAL INDEX KEY: 0001013238
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
IRS NUMBER: 943133088
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3929 POINT EDEN WAY
CITY: HAYWARD
STATE: CA
ZIP: 94545
BUSINESS PHONE: 5102659000
MAIL ADDRESS:
STREET 1: 3929 POINT EDEN WAY
CITY: HAYWARD
STATE: CA
ZIP: 94545
4
1
doc1.xml
FORM 4
X0306
4
2018-02-01
0
0001013238
ARADIGM CORP
ARDM
0001325447
First Eagle Investment Management, LLC
1345 AVENUE OF THE AMERICAS
48TH FLOOR
NEW YORK
NY
10105
0
0
1
0
0001459708
21 APRIL FUND, LTD.
CITCO FUND SERVICES (CAYMAN ISLANDS) LTD
REGATTA OFFICE PARK WEST BAY ROAD
GRAND CAYMAN
E9
KY1-1205
CAYMAN ISLANDS
0
0
1
0
0001457518
First Eagle Value in Biotechnology Master Fund, Ltd.
CITCO FUND SERVICES (CAYMAN ISLANDS) LTD
REGATTA OFFICE PARK WEST BAY ROAD
GRAND CAYMAN
E9
KY1-1205
CAYMAN ISLANDS
0
0
1
0
0001459688
21 APRIL FUND, L.P.
1345 AVENUE OF THE AMERICAS, 48TH FLOOR
NEW YORK
NY
10105
0
0
1
0
Common Stock
2018-02-01
4
J
0
479477
D
4210186
I
See Footnote
Warrants to purchase Common Stock (right to buy)
5.21
2017-01-10
2021-07-14
Common Stock
259117
259117
I
See Footnotes
9.0% Senior Convertible Notes due 2021
2021-04-30
Common Stock
575815
3000000
I
See Footnotes
This Form 4 is filed by 21 April Fund, LP ("April LP"), 21 April Ltd. ("April Ltd."), First Eagle Investment Management, LLC ("FEIM"), First Eagle Value in Biotechnology Master Fund, Ltd. ("FEVIBM") and First Eagle Holdings, Inc. ("FEHI" and, collectively with April LP, April Ltd., FEIM and FEVIBM, the "Entities"). The Entities disclaim status as a "group" for purposes of this Form 4.
As of February 1, 2018, certain separately managed accounts terminated their relationship with, and are no longer advised by, FEIM. The positions held in such accounts are therefore no longer included herein.
The shares of Common Stock reported herein are indirectly beneficially owned by FEHI and FEIM, a Delaware limited liability company and an investment adviser registered under the Investment Advisers Act of 1940. FEIM is (i) a general partner of April LP, (ii) the registered investment adviser to FEVIBM as well as to April LP and April Ltd. (collectively, the "Funds"), (iii) a subsidiary of FEHI and (iv) FEIM is investment adviser to certain of the Separately Managed Accounts. FEHI disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that FEHI is the Section 16 beneficial owner of any such securities.
The warrants to purchase common stock of the Company (the "Warrants") to which this Form 4 filing relates were issued on July 14, 2016 pursuant to the Securities Purchase Agreement dated April 21, 2016, by and among Aradigm Corporation (the "Company") and the Purchasers listed on Schedules A and B thereto (the "Purchase Agreement").
The Warrants are exercisable at a price of $5.21 per share of the Company's common stock (the "Exercise Price") for five years following the date of issuance of the Warrants, with such Exercise Price subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events or upon any distributions of assets, including cash, stock or other property to the Issuer's stockholders.
The Warrants are exercisable commencing on the later of 180 days after the date of issuance and the date of the public release of top line data related to the conclusion of ORBIT-3 and ORBIT-4 Phase 3 pivotal clinical trials for the Issuer's investigational product Pulmaquin? inhaled ciprofloxacin. The date of issuance was July 14, 2016.
The 259,117 shares of the Company's common stock issuable upon exercise of the Warrants at the Exercise Price in effect on the date hereof are reported herein because such Warrants are exercisable within 60 days of the date hereof. The number of shares of the Company's common stock issuable under the Warrants is subject to adjustment in certain circumstances pursuant to the Warrants issued by the Company.
The 9.0% Senior Convertible Notes due 2021 (the "Convertible Notes") and the Warrants to which this Form 4 relates are held directly by the Entities, and certain managed accounts (collectively, the "Accounts").
The Convertible Notes and the Warrants reported herein are indirectly beneficially owned by FEIM, by virtue of its service as investment manager to the Entities and Accounts, which are under FEIM's management and control. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for the purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities.
The Convertible Notes were issued pursuant to the Purchase Agreement and an Indenture dated April 25, 2016 (the "Indenture"), by and between the Company and U.S. Bank National Association. The Convertible Notes accrue interest at a rate of 9.0% per annum payable semi-annually in arrears in equal instalments on May 1 and November 1 of each year, beginning on November 2, 2016. The Convertible Notes will mature on April 30, 2021 (the "Maturity Date"), unless earlier redeemed, repurchased or converted.
The conversion rate for the Convertible Notes is initially 191.9386 shares of common stock of the Company per $1,000 principal amount of Convertible Notes, which is an initial conversion price of approximately $5.21 per share of the Company's common stock, and is subject to adjustment in certain circumstances pursuant to the Indenture.
Unless previously redeemed, or repurchased and cancelled, each Convertible Note will be convertible into common stock of the Company at the option of the noteholder at any time from and after the date of the Indenture up to close of business on the second business day immediately prior to the Maturity Date. However, in no event will the aggregate number of common stock of the Company issued to investors at any time exceed 19.99% of the total number of shares of common stock of the Company outstanding on the date of the Purchase Agreement (the "Conversion Share Cap") unless the Company has obtained stockholder approval for the issuance of more than such number of shares of common stock of the Company pursuant to NASDAQ Listing Rule 5635(d). Notwithstanding the foregoing, unless and until such stockholder approval is obtained, if the number of shares of common stock of the Company deliverable for conversion is greater than the Conversion Share Cap, then the number of shares of common st
FIRST EAGLE HOLDINGS, INC., By: /s/ Michael M. Kellen, Director
2018-02-02
FIRST EAGLE INVESTMENT MANAGEMENT, LLC, as General Partner of 21 April LP and Investment Adviser of 21 April Ltd. and FEVIBM, By: /s/ Michael M. Kellen, Director
2018-02-02
FIRST EAGLE INVESTMENT MANAGEMENT, LLC, By: /s/ Michael M. Kellen, Director
2018-02-02