SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Relypsa, Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
75931106
(CUSIP Number)
July 27, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
CUSIP No. 75931106 | 13G | Page 2 of 21 |
1 | NAME OF REPORTING PERSONS
Highland Small-Cap Equity Fund | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
37,000** | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
37,000** | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%** | |||||
12 | TYPE OF REPORTING PERSON*
IV, OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 3 of 21 |
1 | NAME OF REPORTING PERSONS
Highland Capital Management Fund Advisors, L.P. | |||||
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
37,000** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
37,000** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%** | |||||
12 | TYPE OF REPORTING PERSON*
IA, PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 4 of 21 |
1 | NAME OF REPORTING PERSONS
Strand Advisors XVI, Inc. | |||||
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
37,000** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
37,000** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%** | |||||
12 | TYPE OF REPORTING PERSON*
HC, CO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 5 of 21 |
1 | NAME OF REPORTING PERSONS
NexPoint Credit Strategies Fund | |||||
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
2,600,000** | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
2,600,000** | |||||
8 | SHARED DISPOSITIVE POWER
0 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%** | |||||
12 | TYPE OF REPORTING PERSON*
IV, OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 6 of 21 |
1 | NAME OF REPORTING PERSONS
NexPoint Advisors, L.P. | |||||
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
2,600,000** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,600,000** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%** | |||||
12 | TYPE OF REPORTING PERSON*
IA, PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 7 of 21 |
1 | NAME OF REPORTING PERSONS
NexPoint Advisors GP, 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
2,600,000** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,600,000** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%** | |||||
12 | TYPE OF REPORTING PERSON*
HC, OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 8 of 21 |
1 | NAME OF REPORTING PERSONS
Highland Select Equity Master Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,277,900** | ||||
6 | SHARED VOTING POWER
0** | |||||
7 | SOLE DISPOSITIVE POWER
3,277,900** | |||||
8 | SHARED DISPOSITIVE POWER
0** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,277,900** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%** | |||||
12 | TYPE OF REPORTING PERSON*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 9 of 21 |
1 | NAME OF REPORTING PERSONS
Highland Select Equity Fund GP, L.P. | |||||
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
3,277,900** | |||||
7 | SOLE DISPOSITIVE POWER
0** | |||||
8 | SHARED DISPOSITIVE POWER
3,277,900** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,277,900** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%** | |||||
12 | TYPE OF REPORTING PERSON*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 10 of 21 |
1 | NAME OF REPORTING PERSONS
Highland Select Equity GP, 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
3,277,900** | |||||
7 | SOLE DISPOSITIVE POWER
0** | |||||
8 | SHARED DISPOSITIVE POWER
3,277,900** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,277,900** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%** | |||||
12 | TYPE OF REPORTING PERSON*
OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 11 of 21 |
1 | NAME OF REPORTING PERSONS
Highland Capital Management, L.P. | |||||
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
3,277,900** | |||||
7 | SOLE DISPOSITIVE POWER
0** | |||||
8 | SHARED DISPOSITIVE POWER
3,277,900** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,277,900** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%** | |||||
12 | TYPE OF REPORTING PERSON*
IA, PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 12 of 21 |
1 | NAME OF REPORTING PERSONS
Strand Advisors, Inc. | |||||
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
3,277,900** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
3,277,900** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,277,900** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%** | |||||
12 | TYPE OF REPORTING PERSON*
HC, CO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
CUSIP No. 75931106 | 13G | Page 13 of 21 |
1 | NAME OF REPORTING PERSONS
James D. Dondero | |||||
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 | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
5,914,900** | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
5,914,900** | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,914,900** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.2%** | |||||
12 | TYPE OF REPORTING PERSON*
HC, IN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
** | SEE ITEM 4. |
SCHEDULE 13G
This Schedule 13G (this Schedule 13G) is being filed on behalf of Highland Small-Cap Equity Fund, a series of Highland Funds II, a Massachusetts business trust (the Small-Cap Fund), Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (Highland Fund Advisors), Strand Advisors XVI, Inc., a Delaware corporation (Strand XVI), NexPoint Credit Strategies Fund, a Delaware statutory trust (the Credit Fund), NexPoint Advisors, L.P., a Delaware limited partnership (NexPoint), NexPoint Advisors GP, LLC, a Delaware limited liability company (NexPoint GP), Highland Select Equity Master Fund, L.P., a Bermuda limited partnership (the Select Fund and collectively with the Small-Cap Fund and the Credit Fund, the Funds), Highland Select Equity Fund GP, L.P., a Delaware limited partnership (Select GP), Highland Select Equity GP, LLC, a Delaware limited liability company (Select LLC), Highland Capital Management, L.P., a Delaware limited partnership (Highland Capital), Strand Advisors, Inc., a Delaware corporation (Strand), and James D. Dondero (collectively, the Reporting Persons).
Brad Ross is the President of Strand XVI and James D. Dondero is the President of NexPoint GP and Strand. Strand XVI is the general partner of Highland Fund Advisors. Highland Fund Advisors is the investment advisor to the Small-Cap Fund. NexPoint GP is the general partner of NexPoint. NexPoint is the investment advisor to the Credit Fund. Strand is the general partner of Highland Capital. Highland Capital is the sole member of Select LLC. Select LLC is the general partner of Select GP. Select GP is the general partner of the Select Fund. This Schedule 13G relates to the Common stock, par value $0.001 per share (the Common Stock), of Relypsa, Inc., a Delaware corporation (the Issuer), held by the Funds.
Item 1(a) | Name of Issuer. |
Relypsa, Inc.
Item 1(b) | Address of Issuers Principal Executive Offices. |
100 Cardinal Way
Redwood City, CA 94063
Item 2(a) | Name of Person Filing. |
(1) | Highland Small-Cap Equity Fund |
(2) | Highland Capital Management Fund Advisors, L.P. |
(3) | Strand Advisors XVI, Inc. |
(4) | NexPoint Credit Strategies Fund |
(5) | NexPoint Advisors, L.P. |
(6) | NexPoint Advisors GP, LLC |
(7) | Highland Select Equity Master Fund, L.P. |
(8) | Highland Select Equity Fund GP, L.P. |
(9) | Highland Select Equity GP, LLC |
(10) | Highland Capital Management, L.P. |
(11) | Strand Advisors, Inc. |
(12) | James D. Dondero |
14
Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
For all Filers:
300 Crescent Court, Suite 700
Dallas, Texas 75201
Item 2(c) | Citizenship or Place of Organization. |
(1) | Highland Small-Cap Fund, a series of Highland Funds II, a Massachusetts business trust. |
(2) | Highland Capital Management Fund Advisors, L.P. is a Delaware limited partnership. |
(3) | Strand Advisors XVI, Inc. is a Delaware corporation. |
(4) | NexPoint Credit Strategies Fund is a Delaware statutory trust |
(5) | NexPoint Advisors, L.P. is a Delaware limited partnership |
(6) | NexPoint Advisors GP, LLC is a Delaware limited liability company |
(7) | Highland Select Equity Master Fund, L.P. is a Bermuda limited partnership |
(8) | Highland Select Equity Fund GP, L.P. is a Delaware limited partnership |
(9) | Highland Select Equity GP, LLC is a Delaware limited liability company |
(10) | Highland Capital Management, L.P. is a Delaware limited partnership |
(11) | Strand Advisors, Inc. is a Delaware corporation |
(12) | James D. Dondero is a United States citizen |
Item 2(d) | Title of Class of Securities. |
Common stock, par value $0.001 per share
Item 2(e) | CUSIP Number. |
75931106
Item 3 | Reporting Person. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
(a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | x | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
15
(e) | x | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
(g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
(h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
(j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4 | Ownership. |
(a) | The Small-Cap Fund may be deemed the beneficial owner of 37,000 shares of Common Stock that it holds directly. Highland Fund Advisors, as the investment advisor to the Small-Cap Fund, and Strand XVI, as the general partner of Highland Fund Advisors, may be deemed the beneficial owners of the 37,000 shares of Common Stock held by the Small-Cap Fund. |
The Credit Fund may be deemed the beneficial owner of 2,600,000 shares of Common Stock that it holds directly, which consist of 2,600,000 shares of Common Stock receivable upon exercise of presently exercisable call options which expire September 16, 2016 and have an exercise price of $32. NexPoint, as the investment advisor to the Credit Fund, and NexPoint GP, as the general partner of NexPoint, may be deemed the beneficial owners of the 2,600,000 shares of Common Stock held by the Credit Fund.
The Select Fund may be deemed the beneficial owner of 3,277,900 shares of Common Stock that it holds directly, which consist of 128,000 shares of Common Stock and 3,149,900 shares of Common Stock receivable upon exercise of presently exercisable call options which expire September 16, 2016 and have an exercise price of $32. Select GP, as the general partner of the Select Fund, Select LLC, as the general partner of Select GP, Highland Capital, as the sole member of Select LLC, and Strand, as the general partner of Highland Capital, may be deemed the beneficial owners of the 3,277,900 shares of Common Stock held by the Select Fund.
Mr. Dondero may be deemed the beneficial owner of the 5,914,900 shares of Common Stock held by the Funds, which consist of 165,000 shares of Common Stock and 5,749,900 shares of Common Stock receivable upon exercise of presently exercisable call options which expire September 16, 2016.
16
(b) | The Small-Cap Fund, Highland Fund Advisors and Strand XVI may be deemed the beneficial owners of 0.1% of the outstanding shares of Common Stock held by the Small-Cap Fund. This percentage was determined by dividing 37,000, the number of shares of Common Stock held directly by the Small-Cap Fund, by 44,747,978, which is the number of shares of Common Stock outstanding as of May 2, 2016 according to the Issuers Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on May 4, 2016. |
The Credit Fund, NexPoint and NexPoint GP may be deemed the beneficial owners of 5.8% of the outstanding shares of Common Stock held by the Credit Fund. This percentage was determined by dividing 2,600,000, the number of shares of Common Stock held directly by the Credit Fund, by 44,747,978, which is the number of shares of Common Stock outstanding as of May 2, 2016 according to the Issuers Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on May 4, 2016.
The Select Fund, Select GP, Select LLC, Highland Capital and Strand may be deemed the beneficial owner of 7.3% of the outstanding Common Stock. This percentage was determined by dividing 3,277,900, the number of shares of Common Stock held directly by the Select Fund, by 44,747,978, which is the number of shares of Common Stock outstanding as of May 2, 2016 according to the Issuers Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on May 4, 2016.
Mr. Dondero may be deemed the beneficial owner of 13.2% of the outstanding Common Stock. This percentage was determined by dividing 5,914,900, the number of shares of Common Stock held directly by the Funds, by 44,747,978, which is the number of shares of Common Stock outstanding as of May 2, 2016 according to the Issuers Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on May 4, 2016.
(c) | The Small-Cap Fund has the sole power to vote and dispose of the 37,000 shares of Common Stock that it holds directly. Highland Fund Advisors and Strand XVI have the shared power to vote and dispose of the 37,000 shares of Common Stock held by the Small-Cap Fund. |
The Credit Fund has the sole power to vote and dispose of the 2,600,000 shares of Common Stock that it holds directly. NexPoint and NexPoint GP have the shared power to vote and dispose of the 2,600,000 shares of Common Stock held by the Credit Fund.
The Select Fund has the sole power to vote and dispose of the 3,277,900 shares of Common Stock that it holds directly. Select GP, Select LLC, Highland Capital and Strand have the shared power to vote and dispose of the 3,277,900 shares of Common Stock held by the Select Fund.
Mr. Dondero has the the shared power to vote and dispose of the 5,914,900 shares of Common Stock held by the Funds.
17
Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
Item 9 | Notice of Dissolution of Group. |
Inapplicable.
Item 10 | Certification. |
By signing below each of the Reporting Persons certifies that, to the best of such persons 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.
Exhibits | Exhibit 99-1 |
Joint Filing Agreement, dated August 8, 2016, by and among the Small-Cap Fund, Highland Fund Advisors, Strand XVI, the Credit Fund, NexPoint, NexPoint GP, the Select Fund, Select GP, Select LLC, Highland Capital, Strand and James D. Dondero.
18
SIGNATURE
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: August 8, 2016
HIGHLAND FUNDS II, on behalf of its series Highland Small-Cap Equity | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Assistant Treasurer | ||
HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. | ||
By: Strand Advisors XVI, Inc., its general partner | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Assistant Treasurer | ||
STRAND ADVISORS XVI, INC. | ||
By: | /s/ Dustin Norris | |
Name: | Dustin Norris | |
Title: | Assistant Treasurer | |
NEXPOINT CREDIT STRATEGIES FUND | ||
By: NexPoint Advisors, L.P., its investment manager | ||
By: NexPoint Advisors GP, LLC, its general partner | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Secretary |
19
NEXPOINT ADVISORS, L.P. | ||
By: NexPoint Advisors GP, LLC, its general partner | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Secretary | ||
NEXPOINT ADVISORS GP, LLC | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Secretary | ||
HIGHLAND SELECT EQUITY MASTER FUND, L.P. | ||
By: Highland Select Equity Fund GP, L.P., its general partner | ||
By: Highland Select Equity GP, LLC, its general partner | ||
By: Highland Capital Management, L.P., its sole member | ||
By: Strand Advisors, Inc., its general partner | ||
By: | /s/ James D. Dondero | |
Name: James D. Dondero | ||
Title: President |
20
HIGHLAND SELECT EQUITY FUND GP, L.P. | ||
By: Highland Select Equity GP, LLC, its general partner | ||
By: Highland Capital Management, L.P., its sole member | ||
By: Strand Advisors, Inc., its general partner | ||
By: | /s/ James D. Dondero | |
Name: James D. Dondero | ||
Title: President | ||
HIGHLAND SELECT EQUITY GP, LLC | ||
By: Highland Capital Management, L.P., its sole member | ||
By: Strand Advisors, Inc., its general partner | ||
By: | /s/ James D. Dondero | |
Name: James D. Dondero | ||
Title: President | ||
HIGHLAND CAPITAL MANAGEMENT, L.P. | ||
By: Strand Advisors, Inc., its general partner | ||
By: | /s/ James D. Dondero | |
Name: James D. Dondero | ||
Title: President |
STRAND ADVISORS, INC. | ||
By: | /s/ James D. Dondero | |
Name: | James D. Dondero | |
Title: | President | |
/s/ James D. Dondero | ||
James D. Dondero |
21
EXHIBIT 99-1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common stock, par value $0.001 per share e, of Relypsa, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 8, 2016.
HIGHLAND FUNDS II, on behalf of its series Highland Small-Cap Equity | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Assistant Treasurer | ||
HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. | ||
By: Strand Advisors XVI, Inc., its general partner | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Assistant Treasurer | ||
STRAND ADVISORS XVI, INC. | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Assistant Treasurer | ||
NEXPOINT CREDIT STRATEGIES FUND | ||
By: NexPoint Advisors, L.P., its investment manager | ||
By: NexPoint Advisors GP, LLC, its general partner | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Secretary |
Joint Filing Agreement
NEXPOINT ADVISORS, L.P. | ||
By: NexPoint Advisors GP, LLC, its general partner | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Secretary | ||
NEXPOINT ADVISORS GP, LLC | ||
By: | /s/ Dustin Norris | |
Name: Dustin Norris | ||
Title: Secretary | ||
HIGHLAND SELECT EQUITY MASTER FUND, L.P. | ||
By: Highland Select Equity Fund GP, L.P., its general partner | ||
By: Highland Select Equity GP, LLC, its general partner | ||
By: Highland Capital Management, L.P., its sole member | ||
By: Strand Advisors, Inc., its general partner | ||
By: | /s/ James D. Dondero | |
Name: James D. Dondero | ||
Title: President | ||
HIGHLAND SELECT EQUITY FUND GP, L.P. | ||
By: Highland Select Equity GP, LLC, its general partner | ||
By: Highland Capital Management, L.P., its sole member | ||
By: Strand Advisors, Inc., its general partner | ||
By: | /s/ James D. Dondero | |
Name: James D. Dondero | ||
Title: President |
Joint Filing Agreement
HIGHLAND SELECT EQUITY GP, LLC | ||
By: Highland Capital Management, L.P., its sole member | ||
By: Strand Advisors, Inc., its general partner | ||
By: | /s/ James D. Dondero | |
Name: James D. Dondero | ||
Title: President | ||
HIGHLAND CAPITAL MANAGEMENT, L.P. | ||
By: Strand Advisors, Inc., its general partner | ||
By: | /s/ James D. Dondero | |
Name: James D. Dondero | ||
Title: President |
STRAND ADVISORS, INC. | ||
By: | /s/ James D. Dondero | |
Name: | James D. Dondero | |
Title: | President | |
/s/ James D. Dondero | ||
James D. Dondero |
Joint Filing Agreement