0000899243-19-004893.txt : 20190226 0000899243-19-004893.hdr.sgml : 20190226 20190226171817 ACCESSION NUMBER: 0000899243-19-004893 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190222 FILED AS OF DATE: 20190226 DATE AS OF CHANGE: 20190226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vatera Healthcare Partners LLC CENTRAL INDEX KEY: 0001722413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35405 FILM NUMBER: 19634539 BUSINESS ADDRESS: STREET 1: C/O VATERA HOLDINGS LLC STREET 2: 499 PARK AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 590 2950 MAIL ADDRESS: STREET 1: C/O VATERA HOLDINGS LLC STREET 2: 499 PARK AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vatera Capital Management LLC CENTRAL INDEX KEY: 0001764047 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35405 FILM NUMBER: 19634540 BUSINESS ADDRESS: STREET 1: 400 ROYAL PALM WAY SUITE 212 CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 561 300 4860 MAIL ADDRESS: STREET 1: 400 ROYAL PALM WAY SUITE 212 CITY: PALM BEACH STATE: FL ZIP: 33480 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ferro Kevin CENTRAL INDEX KEY: 0001299331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35405 FILM NUMBER: 19634541 MAIL ADDRESS: STREET 1: C/O KOS PHARMACEUTICALS, INC. STREET 2: 1001 BRICKELL BAY DRIVE, 25TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MELINTA THERAPEUTICS, INC. /NEW/ CENTRAL INDEX KEY: 0001461993 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 454440364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 GEORGE STREET STREET 2: SUITE 301 CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 312 767 0291 MAIL ADDRESS: STREET 1: 300 GEORGE STREET STREET 2: SUITE 301 CITY: NEW HAVEN STATE: CT ZIP: 06511 FORMER COMPANY: FORMER CONFORMED NAME: CEMPRA, INC. DATE OF NAME CHANGE: 20120203 FORMER COMPANY: FORMER CONFORMED NAME: Cempra Holdings, LLC DATE OF NAME CHANGE: 20090414 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-02-22 0 0001461993 MELINTA THERAPEUTICS, INC. /NEW/ MLNT 0001722413 Vatera Healthcare Partners LLC C/O VATERA CAPITAL MANAGEMENT LLC 400 ROYAL PALM WAY, SUITE 212 PALM BEACH FL 33480 1 0 1 0 0001764047 Vatera Capital Management LLC C/O VATERA CAPITAL MANAGEMENT LLC 400 ROYAL PALM WAY, SUITE 212 PALM BEACH FL 33480 1 0 1 0 0001299331 Ferro Kevin C/O VATERA CAPITAL MANAGEMENT LLC 400 ROYAL PALM WAY, SUITE 212 PALM BEACH FL 33480 1 0 1 0 Convertible Loan 8.00 2019-02-22 4 P 0 9375000 8.00 A 2019-02-22 2025-01-06 Common Stock 9375000 9375000 D On February 22, 2019, pursuant to the Second Amended and Restated Senior Subordinated Convertible Loan Agreement, originally dated as of December 31, 2018, and amended and restated as of January 14, 2019 and February 22, 2019, by and between the Issuer, Vatera Healthcare Partners LLC ("VHP") and other parties thereto (the "A&R Loan Agreement"), the Issuer issued senior subordinated convertible loans ("Convertible Loans") to VHP evidencing $75,000,000 of borrowings. The Convertible Loans are convertible at the option of VHP into shares of convertible preferred stock of the Issuer at an initial conversion rate of 1.25 shares of preferred stock per $1,000 of Conversion Amount (as defined in the A&R Loan Agreement), subject to adjustment as provided in the A&R Loan Agreement (the "Loan Conversion Rate"). (continued from footnote 1) The conversion price for a conversion into preferred stock is equal to $1,000 divided by the Loan Conversion Rate. The preferred stock is further convertible at the option of each Lender into shares of common stock of the Issuer at a rate of 100 shares of common stock per one share of preferred stock (the "Common Stock Conversion Rate"). At the option of VHP, the Convertible Loans are also directly convertible into common stock at an initial conversion rate equal to the Loan Conversion Rate multiplied by the Common Stock Conversion Rate. The conversion price of $8.00 per share represents the conversion price of the Convertible Loans directly into common stock. The number of shares underlying the Convertible Loans represents the conversion of all $75,000,000 of the Convertible Loans as of February 22, 2019 directly into common stock at the conversion price of $8.00. Vatera Capital Management LLC ("VCM") is the manager of VHP and VHPM Holdings LLC ("VHPM") and Kevin Ferro serves as Chief Executive Officer and Managing Member of VCM. VCM and Mr. Ferro are Reporting Persons on this Form 4. Pursuant to Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), VCM and Mr. Ferro may be deemed to beneficially own the shares underlying the Convertible Loans held directly by VHP. Each of VCM and Mr. Ferro disclaims beneficial ownership of any shares underlying the Convertible Loans owned by VHP, except to the extent of its or his pecuniary interest therein. VHP may syndicate a portion of the Convertible Loans to co-investors including VHPM, among others Mr. Ferro serves on the Board of Directors of the Issuer (the "Board"). Solely for purposes of Section 16 of the Exchange Act, VHP, VCM and VHPM may be deemed to be directors-by-deputization as a result of the service of Mr. Ferro on the Board. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interest in any and all the shares underlying the Convertible Loans by the Reporting Persons as a result of or in connection with the transactions reported in this Form 4. Exhibit 99.1 - Joint Filers' Signatures All share numbers and share prices in this Form 4 reflect the 1-for-5 reverse stock split which became effective as of 5 p.m. February 21, 2019. VATERA HEALTHCARE PARTNERS LLC, By: Vatera Capital Management LLC, its Manager, By: /s/ Kevin Ferro, Title: Chief Executive Officer and Managing Member 2019-02-22 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                JOINT FILERS' SIGNATURES

VATERA CAPITAL MANAGEMENT LLC

By:   /s/ Kevin Ferro
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Name: Kevin Ferro
Title: Chief Executive Officer and Managing Member


By:   /s/ Kevin Ferro
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Kevin Ferro