SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Burgstahler David F

(Last) (First) (Middle)
C/O AVISTA CAPITAL PARTNERS III
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Osmotica Pharmaceuticals plc [ OSMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/13/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 01/13/2020 P 1,250,000(1) A $5(1) 15,730,864 I By Avista Capital investment fund(2)
Ordinary Shares 4,936,926 I By Avista Capital investment fund(3)
Ordinary Shares 1,032,995 I By Avista Capital investment fund(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents 1,250,000 Ordinary Shares acquired by Avista Healthcare Partners, L.P. ("AHP") in the Issuer's underwritten public offering (the "Offering") that was completed on January 13, 2020. The acquisition price of $5.00 per Ordinary Share represents the public offering price in the Offering paid by AHP and does not give effect to the fee paid by the Issuer to Avista Capital Holdings, L.P., an affiliate of AHP, pursuant to the Fee Letter Agreement, dated January 8, 2020, among the Issuer, Avista Capital Holdings, L.P. and the other parties thereto, which was entered into in connection with the Offering.
2. Represents shares of the Issuer held by AHP. Avista Healthcare Partners GP, Ltd. ("AHP GP") is the general partner of AHP. Mr. Burgstahler is a member of the investment committee of AHP GP. By virtue of this relationship, Mr. Burgstahler may be deemed to share voting and investment power with respect to the shares held by AHP. Mr. Burgstahler disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
3. Represents shares of the Issuer held by Orbit Co-Invest I LLC. Avista Capital Partners III GP, L.P. ("ACP GP") is the manager of Orbit Co-Invest I LLC. Mr. Burgstahler is a member of the investment committee of ACP GP. By virtue of this relationship, Mr. Burgstahler may be deemed to share voting and investment power with respect to the shares held by Orbit Co-Invest I LLC. Mr. Burgstahler disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
4. Represents shares of the Issuer held by Orbit Co-Invest III LLC. ACP GP is the manager of Orbit Co-Invest III LLC. Mr. Burgstahler is a member of the investment committee of ACP GP. By virtue of this relationship, Mr. Burgstahler may be deemed to share voting and investment power with respect to the shares held by Orbit Co-Invest III LLC. Mr. Burgstahler disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
By: /s/ David Burgstahler 01/15/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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