0001104659-14-044554.txt : 20140624 0001104659-14-044554.hdr.sgml : 20140624 20140606181300 ACCESSION NUMBER: 0001104659-14-044554 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140609 DATE AS OF CHANGE: 20140606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ophthotech Corp. CENTRAL INDEX KEY: 0001410939 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87636 FILM NUMBER: 14897779 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 212-845-8200 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBM Healthcare Investments (Cayman) Ltd. CENTRAL INDEX KEY: 0001232258 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2454 WEST BAY ROAD, 3RD FLOOR CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 1 345 946 8002 MAIL ADDRESS: STREET 1: P.O BOX 30852 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1204 FORMER COMPANY: FORMER CONFORMED NAME: HBM BIOVENTURES CAYMAN LTD DATE OF NAME CHANGE: 20030512 SC 13D/A 1 a14-14954_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

 

Ophthotech Corporation

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

683745103

(CUSIP Number)

 

HBM Healthcare Investments (Cayman) Ltd.

Governors Square, Suite #4-212-2

23 Lime Tree Bay Ave., West Bay

Grand Cayman, Cayman Islands

Telephone:  (345) 946-8002

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 27, 2014

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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).

 



 

CUSIP No.   683745103

 

 

1.

Name of Reporting Persons
HBM Healthcare Investments (Cayman) Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power
2,623,318(1)

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,623,318(1)

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,623,318(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.86%(2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1) Includes 13,670 shares of Common Stock  underlying warrants which are exercisable within 60 days of the date of this filing.

 

(2) This percentage is calculated based upon 33,341,025 shares of the Issuer’s Common Stock outstanding as of May 9, 2014 as reported in Issuer’s Report on Form 10-Q filed on May, 13, 2014.

 

2



 

Explanatory Note:  This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D previously filed with the United States Securities and Exchange Commission (the “SEC”) on October 10, 2013 (the “Original 13D” and amended by Amendment No. 1 filed May 15, 2014 (the “Schedule 13 D”).  Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13 D.

 

Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Original 13D.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original 13D.

 

Item 4.         Purpose of Transaction

 

The response set forth in Item 4 of Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

 

The Reporting Person sold an aggregate of 530,254 of Common Stock in open market transactions from May 20, 2104 through June 5, 2014 for gross proceeds of approximately $21,116,209.27.

 

Item 5.         Interest in Securities of the Issuer

 

Item 5.  Interest in Securities of the Issuer” of Schedule 13D is hereby amended and restated as follows:

 

(a) – (b) As of this date of this filing, the Reporting Person directly beneficially owns 2,609,648 shares of Common Stock and Warrants to purchase an aggregate of 13,670 shares of Common Stock, which in the aggregate, constitutes approximately 7.86% of the Common Stock based on 33,341,025 shares of the Issuer’s Common Stock outstanding, as reported in Issuer’s annual report on Form 10-Q filed on May 13, 2014.

 

(c)           The following is a list of the shares sold in multiple open market transactions.  Upon request, the reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the Security and Exchange Commission full information regarding shares sold at each separate price within the ranges set forth below.

 

3



 

Entity

 

Date of Transaction

 

Number of
Shares Sold

 

Price Per Share

 

HBM Healthcare Investments (Cayman) Ltd.

 

May 20, 2104

 

137,025

 

$

38.6892

(1)

HBM Healthcare Investments (Cayman) Ltd.

 

May 20, 2014

 

74,959

 

$

39.7189

(2)

HBM Healthcare Investments (Cayman) Ltd.

 

May 20, 2014

 

7,235

 

$

40.2245

(3)

HBM Healthcare Investments (Cayman) Ltd.

 

May 22, 2014

 

83,961

 

$

37.8138

(4)

HBM Healthcare Investments (Cayman) Ltd.

 

May 22, 2014

 

1,100

 

$

38.5308

(5)

HBM Healthcare Investments (Cayman) Ltd.

 

May 23, 2014

 

18,500

 

$

38.5652

(6)

HBM Healthcare Investments (Cayman) Ltd.

 

May 27, 2014

 

95,374

 

$

39.9630

(7)

HBM Healthcare Investments (Cayman) Ltd.

 

May 28, 2014

 

37,100

 

$

40.3112

(8)

HBM Healthcare Investments (Cayman) Ltd.

 

June 4, 2014

 

10,422

 

$

43.5336

(9)

HBM Healthcare Investments (Cayman) Ltd.

 

June 5, 2014

 

39,578

 

$

43.6520

(10)

HBM Healthcare Investments (Cayman) Ltd.

 

June 5, 2014

 

25,000

 

$

45.0967

(11)

 


(1)         Represents the weighted average sales price for the price increments ranging from $38.21 to $39.21.

 

(2)         Represents the weighted average sales price for the price increments ranging from $39.215 to $40.21.

 

(3)         Represents the weighted average sales price for the price increments ranging from $40.22 to $40.25.

 

(4)         Represents the weighted average sales price for the price increments ranging from $37.50 to $38.50.

 

(5)         Represents the weighted average sales price for the price increments ranging from $38.505 to $38.59.

 

(6)         Represents the weighted average sales price for the price increments ranging from $38.50 to $38.71.

 

(7)         Represents the weighted average sales price for the price increments ranging from $39.93 to $40.15.

 

(8)         Represents the weighted average sales price for the price increments ranging from $40.153 to $40.5.

 

(9)         Represents the weighted average sales price for the price increments ranging from $43.50 to $43.68.

 

(10)  Represents the weighted average sales price for the price increments ranging from $43.50 to $43.87.

 

(11)  Represents the weighted average sales price for the price increments ranging from $45.00 to $45.43.

 

4



 

Signatures

 

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

 

 

Date: June 6, 2014

HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD.

 

 

 

 

 

By:

/s/ Jean-Marc Lesieur

 

Name: Jean-Marc Lesieur

 

Title: Director

 

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