0000919574-22-000043.txt : 20220105 0000919574-22-000043.hdr.sgml : 20220105 20220105124350 ACCESSION NUMBER: 0000919574-22-000043 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211005 FILED AS OF DATE: 20220105 DATE AS OF CHANGE: 20220105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kovner Bruce CENTRAL INDEX KEY: 0001325713 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37569 FILM NUMBER: 22510255 MAIL ADDRESS: STREET 1: C/O CAXTON ASSOCIATES STREET 2: 500 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAXTON CORP CENTRAL INDEX KEY: 0001388551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37569 FILM NUMBER: 22510256 BUSINESS ADDRESS: STREET 1: 731 ALEXANDER ROAD STREET 2: BUILDING 2, SUITE 500 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-419-1800 MAIL ADDRESS: STREET 1: 731 ALEXANDER ROAD STREET 2: BUILDING 2, SUITE 500 CITY: PRINCETON STATE: NJ ZIP: 08540 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CDK ASSOCIATES, L.L.C. CENTRAL INDEX KEY: 0001576081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37569 FILM NUMBER: 22510257 BUSINESS ADDRESS: STREET 1: C/O CAXTON CORPORATION STREET 2: 731 ALEXANDER ROAD, BUILDING #2 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-419-1800 MAIL ADDRESS: STREET 1: C/O CAXTON CORPORATION STREET 2: 731 ALEXANDER ROAD, BUILDING #2 CITY: PRINCETON STATE: NJ ZIP: 08540 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Strongbridge Biopharma plc CENTRAL INDEX KEY: 0001634432 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981130690 STATE OF INCORPORATION: L2 BUSINESS ADDRESS: STREET 1: 900 NORTHBROOK DRIVE, SUITE 200 CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: (610) 254-9200 MAIL ADDRESS: STREET 1: 900 NORTHBROOK DRIVE, SUITE 200 CITY: TREVOSE STATE: PA ZIP: 19053 FORMER COMPANY: FORMER CONFORMED NAME: Cortendo AB DATE OF NAME CHANGE: 20150219 4 1 ownership.xml X0306 4 2021-10-05 1 0001634432 Strongbridge Biopharma plc SBBP 0001576081 CDK ASSOCIATES, L.L.C. C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BLDG. 2, SUITE 500 PRINCETON NJ 08540 0 0 1 0 0001388551 CAXTON CORP 731 ALEXANDER ROAD BUILDING 2, SUITE 500 PRINCETON NJ 08540 0 0 1 0 0001325713 Kovner Bruce C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BLDG. 2, SUITE 500 PRINCETON NJ 08540 0 0 1 0 Ordinary Shares, $0.01 par value 2021-10-05 4 J 0 8060682 D 0 D Ordinary Shares Warrant (right to buy) 2.5 2021-10-05 4 J 0 2220000 D 2017-06-28 2022-06-28 Ordinary Shares, $0.01 par value 2220000 0 D These reported securities were disposed of pursuant to the Issuer's transaction with Xeris Pharmaceuticals, Inc., Xeris Biopharma Holdings, Inc. ("Holdco") and Wells MergerSub, Inc., a wholly owned subsidiary of Holdco, pursuant to a Transaction Agreement dated May 24, 2021 (the "Transaction Agreement) in which Holdco would acquire the Issuer (the "Acquisition") by means of a scheme of arrangement (the "Scheme") under Irish law for a per share consideration of 0.7840 newly issued shares of Holdco common stock, and cash in lieu of fractions thereof, plus one contingent value right worth up to an additional $1.00 payable in cash, Holdco common stock or a combination thereof at Holdco's sole election. Pursuant to the Transaction Agreement, the Issuer's outstanding warrants were treated as follows: (i) each outstanding and unexercised Strongbridge Private Placement Warrant was assumed by Holdco such that the applicable holders will have the right to subscribe for Holdco Shares, (continued from Footnote 1) in accordance with certain terms of the Strongbridge Private Placement Warrant, (ii) each outstanding and unexercised Strongbridge Assumed Warrant was assumed by Holdco such that, upon exercise, the applicable holders will have the right to have delivered to them the Reference Property, in accordance with certain terms of the Strongbridge Assumed Warrants (each defined in the Transaction Agreement). Effective as of October 5, 2021, Holdco completed the Acquisition pursuant to the Scheme. The foregoing description of the Transaction Agreement is qualified in its entirety by reference to the Transaction Agreement, which is filed as Exhibit 2.1 to the Form 8-K filed by the Issuer on May 24, 2021, and is incorporated by reference herein. These shares represent (a) 7,529,834 Ordinary Shares that were owned directly by CDK Associates, LLC, which is a reporting person, and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation; and (b) 530,848 Ordinary Shares that were beneficially owned by employees of an affiliate of Caxton Corporation and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation. These securities represent (a) 2,100,000 Warrants that were owned directly by CDK Associates, LLC, which is a reporting person, and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation; and (b) 120,000 Warrants that were beneficially owned by employees of an affiliate of Caxton Corporation and may be deemed to have been indirectly beneficially owned by (i) Caxton Corporation and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. CDK Associates, L.L.C., By: Caxton Corporation, its Manager,By: /s/ Heath Weisberg, General Counsel 2022-01-05 Caxton Corporation, By: /s/ Heath Weisberg, General Counsel 2022-01-05 Bruce Kovner, By: /s/ Heath Weisberg, Attorney-in-Fact 2022-01-05