0001140361-12-028990.txt : 20120606 0001140361-12-028990.hdr.sgml : 20120606 20120606163054 ACCESSION NUMBER: 0001140361-12-028990 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120606 DATE AS OF CHANGE: 20120606 GROUP MEMBERS: NEW RIVER MANAGEMENT V LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALOZYME THERAPEUTICS INC CENTRAL INDEX KEY: 0001159036 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 880488686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78830 FILM NUMBER: 12892359 BUSINESS ADDRESS: STREET 1: 11388 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121-1345 BUSINESS PHONE: (858) 794-8889 MAIL ADDRESS: STREET 1: 11388 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121-1345 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL YACHT SERVICES INC DATE OF NAME CHANGE: 20010912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 SC 13D/A 1 formsc13da.htm RANDAL J. KIRK SC13D A#6 6-1-2012 formsc13da.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*

HALOZYME THERAPEUTICS, INC.
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

406 37H 109
(CUSIP Number)

Third Security, LLC
The Governor Tyler
1881 Grove Ave.
Radford, Virginia 24141
Attention:  Marcus E. Smith, Esq.
Telephone No.:  540-633-7971

Copy to:

David I. Meyers, Esq.
John Owen Gwathmey, Esq.
Troutman Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219

(804) 697-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 1, 2012
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ¨.
 
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
 

 
 
 
1
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
RANDAL J. KIRK
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
 
PF
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                                                                                                         o
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
     
 
7
SOLE VOTING POWER
     
   
19,949,503
NUMBER OF
   
SHARES
8
SHARED VOTING POWER
BENEFICIALLY
   
OWNED BY
 
0
EACH    
REPORTING
9
SOLE DISPOSITIVE POWER
PERSON WITH
   
   
19,949,503
     
 
10
SHARED DISPOSITIVE POWER
     
   
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,949,503
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                                                    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14
TYPE OF REPORTING PERSON
IN

 
 

 
 
1
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
NEW RIVER MANAGEMENT V, LP          I.R.S. Identification No.:  56-2652938
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) o
(b) x
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
 
WC
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)                                                                                                         o
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
     
 
7
SOLE VOTING POWER
     
   
6,328,853
NUMBER OF
   
SHARES
8
SHARED VOTING POWER
BENEFICIALLY
   
OWNED BY
 
0
EACH    
REPORTING
9
SOLE DISPOSITIVE POWER
PERSON WITH
   
   
6,328,853
     
 
10
SHARED DISPOSITIVE POWER
     
   
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,328,853
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                                                    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14
TYPE OF REPORTING PERSON
PN

 
 

 
 
This Amendment No. 6 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated May 15, 2007 and filed on May 24, 2007, as amended by Amendment No. 1 dated May 30, 2007 and filed on June 5, 2007, Amendment No. 2 dated March 19, 2008 and filed on March 24, 2008, Amendment No. 3 dated June 23, 2008 and filed on July 2, 2008, Amendment No. 4 dated August 10, 2011 and filed on August 17, 2011 and Amendment No. 5 dated February 10, 2012 and filed on February 13, 2012 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.001 per share (the “Common Stock”), of Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”).  Mr. Randal J. Kirk (“Mr. Kirk”) is filing this Amendment to disclose the acquisition by Kapital Joe, LLC, a Virginia limited liability company (“Kapital Joe”), JPK 2009, LLC, a Virginia limited liability company (“JPK 2009”) and MGK 2009, LLC, a Virginia limited liability company (“MGK 2009”), each an affiliate of Mr. Kirk, of an aggregate of 1,265,687 shares of Common Stock in the open market between May 15, 2012 and June 5, 2012 as described in Item 3 below.  As described in this Amendment, some of the Common Stock that is beneficially owned by Mr. Kirk is directly beneficially owned by one of the following entities, each of which is controlled by Mr. Kirk: R.J. Kirk Declaration of Trust (“R.J. Kirk DOT”), JPK 2008, LLC, a Virginia limited liability company (“JPK 2008”), MGK 2008, LLC, a Virginia limited liability company (“MGK 2008”), ZSK 2008, LLC, a Virginia limited liability company (“ZSK”), Lotus Capital (2000) Company Inc., a Delaware corporation (“Lotus”), Third Security Staff 2001 LLC, a Virginia limited liability company (“Staff 2001”), New River Management IV, LP, a Virginia limited partnership (“NRM IV”), New River Management V, LP, a Delaware limited partnership (“NRM V”), Kirkfield, L.L.C., a Virginia limited liability company (“Kirkfield”), Kapital Joe, JPK 2009 and MGK 2009.
 
Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.
 
Item 3.
Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
 
“As reported herein, Kapital Joe, JPK 2009 and MGK 2009 utilized their respective working capital to purchase 1,265,687 shares of Common Stock through open market purchases for an aggregate purchase price of approximately $9.38 million.”
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:
 
“(a)         The aggregate number and percentage of shares of Common Stock to which this statement relates is 19,949,503 shares of Common Stock, representing 17.7% of the 112,463,372 shares of Common Stock outstanding as of the date of this statement, based upon the number of shares disclosed by the Company as of April 30, 2012, in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, plus 20,000 shares Mr. Kirk would be able to acquire pursuant to stock options that are immediately exercisable.  Mr. Kirk directly beneficially owns 3,470,000 shares of Common Stock to which this statement relates (20,000 of such shares of Common Stock he has the right to acquire pursuant to immediately exercisable stock options). The 16,479,503 shares of Common Stock indirectly beneficially owned by Mr. Kirk to which this statement relates are directly beneficially owned as follows:
 
 
 

 
 
Owner
 
Shares
 
R.J. Kirk DOT
    1,722,965  
JPK 2009
    331,395  
MGK 2009
    331,394  
JPK 2008
    293,000  
MGK 2008
    293,000  
ZSK
    293,000  
Lotus
    10,945  
Kapital Joe
    3,977,445  
Staff 2001
    135,000  
NRM IV
    1,326,320  
NRM V
    6,328,853  
Kirkfield
    1,436,186  

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by R.J. Kirk DOT, JPK 2009, MGK 2009, JPK 2008, MGK 2008, ZSK, Lotus, Kapital Joe, Staff 2001, NRM IV, NRM V and Kirkfield.”
 
Item 5(b) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:
 
 
“(b) 
Number of shares of Common Stock as to which such persons have:
 
 
(i) 
sole power to vote or to direct the vote – 19,949,503(1)
 
 
(ii) 
shared power to vote or to direct the vote – 0
 
 
(iii) 
sole power to dispose of or to direct the disposition of – 19,949,503(1)
 
 
(iv) 
shared power to dispose of or to direct the disposition of – 0
 
(1) Includes (i) 20,000 shares that Mr. Kirk has the right to acquire pursuant to immediately exercisable options and (ii) shares of Common Stock held by the following entities over which Mr. Kirk (or an entity over which he exercises exclusive control) exercises exclusive control: 1,722,965 shares of Common Stock held by R.J. Kirk DOT; 331,395 shares of Common Stock held by JPK 2009; 331,394 shares of Common Stock held by MGK 2009; 293,000 shares of Common Stock held by JPK 2008; 293,000 shares of Common Stock held by MGK 2008; 293,000 shares of Common Stock held by ZSK; 10,945 shares of Common Stock held by Lotus; 3,977,445 shares of Common Stock held by Kapital Joe; 135,000 shares of Common Stock held by Staff 2001; 1,326,320 shares of Common Stock held by NRM IV; 6,328,853 shares of Common Stock held by NRM V; and 1,436,186 shares of Common Stock held by Kirkfield.”

Item 5(c) of the Original Schedule 13D is hereby amended and supplemented as follows:
 
 
 

 

 
“(c) Other than the purchases as reported herein and an award of 20,000 shares of restricted Common Stock granted to Mr. Kirk on May 3, 2012 in connection with his service on the Company’s Board of Directors, the Reporting Persons have not engaged in any transactions in shares of Common Stock since the filing of Amendment No. 5 with the Securities and Exchange Commission on February 13, 2012.”
 
Item 7.
Material to be Filed as Exhibits.
 
The following documents are being filed as exhibits to this Amendment and are incorporated herein by reference:
 
 
Exhibit 1
Joint Filing Agreement, dated as of June 6, 2012, by and among Randal J. Kirk and New River Management V, LP
 
 
 

 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: June 6, 2012
 
  /s/  Randal J. Kirk   
  Randal J. Kirk  
       
  NEW RIVER MANAGEMENT V, LP  
       
 
By:
Third Security Capital Partners V, LLC, its general partner
 
       
 
By:
Third Security, LLC, its manager
 
       
 
By:
/s/  Randal J. Kirk
 
   
Randal J. Kirk
 
   
Manager
 
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit Number
Exhibit
 
Joint Filing Agreement, dated as of June 6, 2012, by and among Randal J. Kirk and New River Management V, LP.
 
 

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

EXHIBIT 1

JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Halozyme Therapeutics, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings.  In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 6th day of June, 2012.
 
Date:  June 6, 2012
/s/  Randal J. Kirk  
  Randal J. Kirk  
     
Date:  June 6, 2012
NEW RIVER MANAGEMENT V, LP  
       
 
By:
Third Security Capital Partners V, LLC, its general partner
 
       
 
By:
Third Security, LLC, its manager
 
       
 
By:
/s/  Randal J. Kirk
 
   
Randal J. Kirk
 
   
Manager