0001103021-22-000069.txt : 20220322 0001103021-22-000069.hdr.sgml : 20220322 20220322171417 ACCESSION NUMBER: 0001103021-22-000069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220322 FILED AS OF DATE: 20220322 DATE AS OF CHANGE: 20220322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broadfin Healthcare Master Fund Ltd CENTRAL INDEX KEY: 0001511900 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31361 FILM NUMBER: 22760651 BUSINESS ADDRESS: STREET 1: C/O 20 GENESIS CLOSE STREET 2: ANSBACHER HOUSE, 2ND FLOOR, PO BOX 1344 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 212-808-2460 MAIL ADDRESS: STREET 1: C/O 20 GENESIS CLOSE STREET 2: ANSBACHER HOUSE, 2ND FLOOR, PO BOX 1344 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOTLER KEVIN CENTRAL INDEX KEY: 0001601692 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31361 FILM NUMBER: 22760653 MAIL ADDRESS: STREET 1: C/O BROADFIN CAPITAL, LLC STREET 2: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broadfin Capital, LLC CENTRAL INDEX KEY: 0001511901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31361 FILM NUMBER: 22760652 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-808-2460 MAIL ADDRESS: STREET 1: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIODELIVERY SCIENCES INTERNATIONAL INC CENTRAL INDEX KEY: 0001103021 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 352089858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4131 PARKLAKE AVENUE STREET 2: SUITE 225 CITY: RALEIGH STATE: NC ZIP: 27612 BUSINESS PHONE: 919 582 9050 MAIL ADDRESS: STREET 1: 4131 PARKLAKE AVENUE STREET 2: SUITE 225 CITY: RALEIGH STATE: NC ZIP: 27612 FORMER COMPANY: FORMER CONFORMED NAME: MAS ACQUISITION XXIII CORP DATE OF NAME CHANGE: 20000111 4 1 wf-form4_164798364262984.xml FORM 4 X0306 4 2022-03-22 1 0001103021 BIODELIVERY SCIENCES INTERNATIONAL INC BDSI 0001601692 KOTLER KEVIN 200 BROADHOLLOW ROAD, SUITE 207 MELVILLE NY 11747 1 0 0 0 0001511901 Broadfin Capital, LLC 200 BROADHOLLOW ROAD, SUITE 207 MELVILLE NY 11747 1 0 0 0 0001511900 Broadfin Healthcare Master Fund Ltd 20 GENESIS CLOSE ANSBACHER HOUSE, SECOND FLOOR, P.O. BOX 1344 GRAND CAYMAN KY1-1108 E9 CAYMAN ISLANDS 1 0 0 0 Common Stock 2022-03-22 4 J 0 7588395 0 D 0 I See footnote Restricted Stock Units 0.0 2022-03-22 4 D 0 22685 0 D Common Stock 22685.0 0 I See footnote Stock Options (right to buy) 2.93 2022-03-22 4 D 0 7500 0 D Common Stock 7500.0 0 I See footnote Stock Options (right to buy) 3.66 2022-03-22 4 D 0 85760 0 D Common Stock 85760.0 0 I See footnote This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 14, 2022, by and among the Issuer, Collegium Pharmaceutical, Inc., ("Parent"), and Bristol Acquisition Company Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of Issuer, $0.001 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of March 22, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $5.60 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes. 6,822,911 shares of Common Stock were held in the account of Broadfin Healthcare Master Fund, Ltd., 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. Broadfin Healthcare Master Fund, Ltd., Broadfin Capital, LLC, and Kevin Kotler affirmatively (i) disclaim beneficial ownership of the reportable securities, (ii) states that this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 ("Section 16") of the Securities Exchange Act of 1934, as amended (the "Act") or any other purpose, except to the extent of their pecuniary interest therein, and (iii) disclaim being a "group" for purposes of Section 16. 765,484 shares of Common Stock were held in the account of Broadfin Holdings, LLC., a private investment fund, and are deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Holdings, LLC. Each restricted stock unit ("RSU") represents the contingent right to receive one Share. Each Issuer RSUs that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding taxes, an amount in cash equal to the Merger Consideration. Immediately prior to the Effective Time, each Issuer option that was outstanding and then exercisable for a per share exercise price less than the Merger Consideration that would be payable in respect of the Shares underlying such Issuer option (any such Issuer option, an "In-the-Money Cash Out Option") was cancelled and automatically converted into the right to receive for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding taxes, an amount in cash equal to the excess of the Merger Consideration over the per share exercise price of such In-the-Money Cash Out Option. All Issuer options that were not In-the-Money Cash Out Options were cancelled at the Effective Time without payment of any consideration. BROADFIN CAPITAL, LLC, By: /s/ Kevin Kotler, Kevin Kotler, Managing Member 2022-03-22