0001013594-19-000157.txt : 20190214 0001013594-19-000157.hdr.sgml : 20190214 20190214113917 ACCESSION NUMBER: 0001013594-19-000157 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTRAFECT Corp CENTRAL INDEX KEY: 0001478069 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88434 FILM NUMBER: 19603004 BUSINESS ADDRESS: STREET 1: 28 WELLS AVENUE STREET 2: 3RD FLOOR CITY: YONKERS STATE: NY ZIP: 10701 BUSINESS PHONE: 914-207-2300 MAIL ADDRESS: STREET 1: 28 WELLS AVENUE STREET 2: 3RD FLOOR CITY: YONKERS STATE: NY ZIP: 10701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 683 Capital Management, LLC CENTRAL INDEX KEY: 0001404574 IRS NUMBER: 205100992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3 COLUMBUS CIRCLE STREET 2: SUITE 2205 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 554-2379 MAIL ADDRESS: STREET 1: 3 COLUMBUS CIRCLE STREET 2: SUITE 2205 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 contrafect13ga-021419.htm FEBRUARY 14, 2019
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 2)*
ContraFect Corporation

(Name of Issuer)
Common stock, $0.0001 par value
(Title of Class of Securities)
212326102
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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 (ENTITIES ONLY)
   
 
683 Capital Management, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,530,000(1)
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,530,000(1)
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,530,000(1)
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.4%
   
12.
TYPE OF REPORTING PERSON
   
 
IA

(1)  Includes 1,250,000 shares of Common Stock issuable upon the exercise of certain warrants.  See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
683 Capital Partners, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,530,000(1)
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,530,000(1)
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,530,000(1)
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.4%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

(1)  Includes 1,250,000 shares of Common Stock issuable upon the exercise of certain warrants.  See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Ari Zweiman
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States of America
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,530,000(1)
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,530,000(1)
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,530,000(1)
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.4 %
   
12.
TYPE OF REPORTING PERSON
   
 
IN

(1)  Includes 1,250,000 shares of Common Stock issuable upon the exercise of certain warrants.  See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.


This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of December 31, 2018.
Item 1(a).
Name of Issuer:
ContraFect Corporation (“Issuer”)
Item 1(b).
Address of Issuer’s Principal Executive Offices:
28 Wells Avenue, 3rd Floor
Yonkers, New York 10701
Item 2(a).
Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:
·
683 Capital Management, LLC,
·
683 Capital Partners, LP and
·
Ari Zweiman.
Item 2(b).
Address of Principal Business Office or, if None, Residence:
The principal business address for each of the Reporting Persons is 3 Columbus Circle, Suite 2205, New York, NY 10019.
Item 2(c).
Citizenship:
683 Capital Management, LLC is a Delaware limited liability company.  683 Capital Partners, LP is a Delaware limited partnership.  Ari Zweiman is a citizen of the United States.
Item 2(d).
Title of Class of Securities:
Common Stock, par value $0.0001 per share (the “Common Stock”)
Item 2(e).
CUSIP Number:
212326102
Item 3.
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
[ ]
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
[ ]
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[ ]
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
       
 
(k)
[ ]
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership.
(a)
Amount beneficially owned:
The Reporting Persons hold 2,500,000 warrants, exercisable for an aggregate of 1,250,000 shares of Common Stock (the “Warrants”). Each Warrant is exercisable for ½ share of Common Stock. The Warrants are only exercisable to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would not beneficially own more than 9.99% of the outstanding Common Stock after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Warrant (the “Beneficial Ownership Limitation”), except that upon at least 61 days prior notice from the holder to the Issuer, the holder may waive the Beneficial Ownership Limitation. The Beneficial Ownership Limitation does not limit the Reporting Persons at this time, as none of the Reporting Persons may be deemed to beneficially own more than 9.99% after giving effect to the exercise of the Warrants.
As of December 31, 2018, 683 Capital Partners, LP beneficially owned 3,530,000 shares of Common Stock, including 1,250,000 shares of Common Stock issuable upon the exercise of certain warrants.
683 Capital Management, LLC, as the investment manager of 683 Capital Partners, LP, may be deemed to have beneficially owned the 3,530,000 shares of Common Stock beneficially owned by 683 Capital Partners, LP.
Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 3,530,000 shares of Common Stock beneficially owned by 683 Capital Management, LLC.
(b)
Percent of Class:
The following percentage is based on 79,409,556 shares of Common Stock outstanding as of November 8, 2018 as disclosed in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018, plus 1,250,000 shares of Common Stock issuable upon the exercise of certain warrants.
As of December 31, 2018, each of the Reporting Persons may be deemed to have beneficially owned approximately 4.4% of the outstanding shares of Common Stock.
(c)
Number of shares as to which such person has:
(i)           Sole power to vote or to direct the vote of Common Stock:
See Cover Pages Items 5-9.
(ii)         Shared power to vote or to direct the vote of Common Stock:
See Cover Pages Items 5-9.
(iii)        Sole power to dispose or to direct the disposition of Common Stock:
See Cover Pages Items 5-9.
(iv)        Shared power to dispose or to direct the disposition of Common Stock:
See Cover Pages Items 5-9.
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
See Exhibit A to the Schedule 13G filed with the SEC on July 31, 2017.
Item 9.
Notice of Dissolution of Group.
Not applicable.
Item 10.
Certification.
By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:
February 14, 2019
683 CAPITAL MANAGEMENT, LLC*
By:  /s/ Ari Zweiman
            Ari Zweiman,
            Authorized Person
683 CAPITAL PARTNERS, LP*
By:  /s/ Ari Zweiman
           Ari Zweiman,
           Authorized Person
/s/ Ari Zweiman
    ARI ZWEIMAN *
*The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.