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